Private and Confidential - For Private Circulation only ... · KFin Technologies Private Limited...

ECap

Equities Limited For Private Circulation Only

Private and Confidential- For Private Circulation only (Strictly Privileged & Confidential)

(This Disclosure Document/Private Placement Offer cum application Letter is neither a Prospectus nor a Statement in Lieu of Prospectus)

Dated: 30-Apr-2020

Name of Company ECAP EQUITIES LIMITED

Description of Company ECAP Equities Limited was incorporated on January 11, 2008 as a public l imited company under the provisions of the Companies Act, 1956. The Company received the certificate of commencement of business on January 24, 2008.

Corporate Identity Number U67190TG2008PLC057122

Registered Office

2nd Floor, MB Towers, Plot No. 5, Road No. 2, Banjara Hills, Hyderabad - 500 034, Telangana, India.

Tel: +91 40 4031 6900

Corporate Office

Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai – 400 098, Maharashtra, India. Tel: +91 22 4009 4400/ +91 22 4088 6310;

E-mail [email protected]/[email protected]

Website www.edelweissfin.com

PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER FOR ISSUE BY WAY OF PRIVATE PLACEMENT BY ECAP EQUITIES LIMITED (THE “COMPANY” / “ISSUER”) OF 300 SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF Rs. 100,000/- EACH AGGREGATING TO RS 30,000,000/- ISSUED AS PER THE RESPECTIVE SUMMARY TERM SHEETS (THE

“ISSUE”)

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt

instruments, unless they can afford to take the risks attached to such investments. For taking an investment decision, the investors must rely on their own examination of the Company and the Issue including the risks involved. The Securities and Exchange Board of India (“SEBI”) does not take any responsibil ity for this Issue in any manner .

GENERAL DISCLAIMER

This Disclosure Document is neither a prospectus nor a statement in l ieu of prospectus and does not constitute an offer to

the public generally to subscribe for or otherwise acquire the Debentures to be issued by ECap Equities Limited. This Disclosure Document is for the exclusive use of the intended recipient(s) to whom it is addressed and delivered and it should not be circulated or distributed to third parties. It cannot be acted upon by any person other than to whom it has been specifically addressed. Multiple copies hereof given to the same person / entity shall be deemed to be offered to the same person.

SEBI DISCLAIMER

It has to be distinctly understood that this Information Memorandum should not in any way be deemed/construed to have been approved or vetted by SEBI and this issue is not recommended or approved by SEBI. SEBI does not take any

responsibil ity either for the financial soundness of any proposal for which the debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum

MEMORANDUM OF PRIVATE PLACEMENT

This Information Memorandum is neither a prospectus nor a statement in l ieu of a prospectus. This is only an information brochure, in the form of a single initial disclosure document, intended for private use and should not be construed to be a prospectus and/or an invitation to the public for subscription to Debentures under any law for the time being in force. The

Issuer however retains the right, at its sole and absolute discretion, to change the ‘GENERAL TERMS AND CONDITIONS’.

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CREDIT RATING

CARE PP-MLD AA-; Stable [(pronounced as “CARE PP-MLD Double A Minus Outlook: Stable] by CARE Ratings Limited

(“CARE”) for Rs. 800 Crore Principal Protected Market Linked Debenture issue. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financi al obligations.

Such instruments carry very low credit risk. ‘Stable’ outlook would indicate expected stability (or retention) of the credit ratings in the medium term on account of stable credit risk profile of the entity in the medium term. The modifiers “+”(plus) or “-”(minus) reflect the comparative standings within the category. CARE reserves the right to revise/reaffirm/withdraw the rating assigned as a result of periodic review/surveilla nce, based

on any event or information which in the opinion of CARE warrants such an action. CARE’s ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facil ities or to buy, sell or hold any security. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate

and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information.

LISTING

The Debentures are proposed to be listed on the BSE Limited (“BSE” or the “Stock Exchange”).

ISSUE PROGRAMME*

ISSUE OPENS ON: 30-Apr-2020 ISSUE CLOSES ON: 30-Apr-2020

*The Company reserves the right to extend or close the Issue earlier from the aforesaid dates or change the Issue schedule including the Deemed Date of Allotment at its sole and absolute discretion, without giving any reasons or prior notice.

DEBENTURE TRUSTEE REGISTRAR TO ISSUE

SBICAP Trustee Company Limited

Apeejay House, 6th Floor,

3, Dinshaw Wachha Road,

Churchgate, Mumbai 400 020

Tel: +91 22 4302 5530 Fax: +91 22 4302 5500

E-mail: [email protected]

Website: www.sbicaptrustee.com

Contact Person: Ms. Savitri Yadav , Compliance Officer

KFin Technologies Private Limited

Karvy Selenium Tower B, Plot 31-32,

Gachibowli, Financial District, Nanakramguda,

Hyderabad - 500 032

Tel: +91 40 6716 2222

Fax: +91 40 2300 1153

E-mail : [email protected]

Website: https://karisma.karvy.com

Contact Person: Mr. P A Varghese, Zonal Head-Corporate Registry

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DISCLOSURES AS PER FORM PAS-4 [Pursuant to Section 42 of Companies Act, 2013 and Rule 14(3) of Companies (Prospectus and

Allotment of Securities) Rules, 2014] The table below sets out the disclosure requirements as provided in PAS-4 and the relevant reference in this Information

Memorandum where these disclosures, to the extent applicable, have been provided.

Sr. No. Particulars Reference

Part –A PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER:

1. GENERAL INFORMATION:

i . Name, address, website and other contact details of the company indicating both registered office and corporate office;

Serial No.2

ii . Date of incorporation of the company; Serial No.2

iii . Business carried on by the company and its subsidiaries with the details of branches or units, if any;

Serial No.3

iv. Brief particulars of the management of the company; Serial No.6

v. Names, addresses, DIN and occupations of the directors; Serial No.6

vi. Management’s perception of risk factors; Serial No.18

vii. Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of –

i) statutory dues; i i) debentures and interest thereon; i i i) deposits and interest thereon;

iv) loan from any bank or financial institution and interest thereon.

Serial No.8(h)

viii . Names, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if any, for the private placement offer process;

Serial No.2

ix. Any Default in Annual fi l ing of the Company under the Companies Act, 2013, or the rules made thereunder.

No

2 PARTICULARS OF THE OFFER:

i . Financial position of the Company for the last 3 financial years; Serial No.3 (c)

ii . Date of passing of board resolution; Refer Summary

Termsheet iii . Date of passing of resolution in the general meeting, authorizing the offer of securities;

iv. Kinds of securities offered (i.e. whether share or debenture) and class of security; the total number of shares or other securities to be issued;

v. Price at which the security is being offered including the premium, if any, along with

justification of the price;

vi. Name and address of the valuer who performed valuation of the security offered, and basis on which the price has been arrived at along with report of the registered valuer;

Not Applicable

vii. Relevant date with reference to which the price has been arrived at;

viii . The class or classes of persons to whom the allotment is proposed to be made; Refer Summary Termsheet

ix. Intention of Promoters, Directors or Key Managerial Personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer);

Not Applicable

x. The proposed time within which the allotment shall be completed; Refer Summary Termsheet

xi. The names of the proposed allottees and the percentage of post private placement

capital that may be held by them;

Not Applicable

xii . The change in control, if any, in the company that would occur consequent to the private placement;

Not Applicable

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xii i . The number of persons to whom allotment on preferential basis / private placement / rights issue has already been made during the year, in terms of number of securities as

well as price;

Refer Annexure

xiv. The allotment proposed to be made for consideration other than cash together with justification for the valuation report of the registered valuer;

Not applicable

xv Amount which the Company intends to raise by way of proposed offer of securities; Refer Summary Termsheet xvi Terms of raising of securities:

(a) duration; if applicable (b) rate of dividend;

(c) rate of interest; (d) mode of payment e) repayment;

xvii Proposed time schedule for which the private placement offer cum application letter is valid;

xvii i Purposes and objects of the offer;

xix Contribution being made by the promoters or directors either as part of the offer or

separately in furtherance of such objects;

None

xx Principle terms of assets charged as security, if applicable; Refer Summary Termsheet

xxi The details of significant and material orders passed by the Regulators, Courts and Tribunals impacting the going concern status of the Company and its future operations;

None

xxii The pre-issue and post-issue shareholding pattern of the Company; Not applicable

3 MODE OF PAYMENT FOR SUBSCRIPTION: • Cheque; or • Demand Draft; or

• Other Banking Channels.

Serial No.17(c)

4 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC:

i . Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons.

No

ii. Details of any litigation or legal action pending or taken by any Ministry or Department

of the Government or a statutory authority against any promoter of the offeree Company during the last three years immediately preceding the year of the issue of the private placement offer cum application letter and any direction issued by such Ministry

or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

Serial No.12(b)

iii . Remuneration of directors (during the current year and last three financial years); Serial No.6

iv. Related party transactions entered during the last three financial years immediately preceding the year of issue of private placement offer cum application letter including with regard to loans made or, guarantees given or securities provided;

Serial No.11(b)

v. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of issue of private placement offer cum

application letter and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark;

Serial No.11(c)

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vi. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act, 2013 or any previous Company law in the last three years immediately preceding the year of issue of private placement offer cum application letter in the case

of Company and all of its subsidiaries, and if there were any prosecutions fi led (whether pending or not), fines imposed, compounding of offences in the last three years immediately preceding the year of the private placement offer cum application letter and if so, section-wise details thereof for the Company and all of its subsidiaries;

Serial No.12(c)

vii. Details of acts of material frauds committed against the company in the last three years,

if any, and if so, the action taken by the company.

Serial No.12(d)

5 FINANCIAL POSITION OF THE COMPANY:

a The capital structure of the company in the following manner in a tabular form- a. the authorised, issued, subscribed and paid up capital

(number of securities, description and aggregate nominal value); b. size of the present offer; c. Paid-up capital

(i) after the offer

(i i) after conversion of convertible instruments (if applicable) d. share premium account (before and after the offer)

Serial No.4(b)

b the details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of

shares allotted, the face value of the shares allotted, the price and the form of consideration

Serial No.4(c)

c Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of issue of private placement offer cum application letter;

Serial No.11(e)

d Dividends declared by the company in respect of the said three financial years; interest

coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)

Serial No.11(f)

e A summary of the financial position of the company as in the three audited balance

sheets immediately preceding the date of issue of private pla cement offer cum application letter;

Serial No.3(c)

f Audited Cash Flow Statement for the three years immediately preceding the date of issue of private placement offer cum application letter;

Serial No.10

g Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company.

Serial No.11(d)

Part –B Application Form

6. A DECLARATION BY THE DIRECTORS

Serial No.23

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TABLE OF CONTENTS

Sr. No. Particulars

1. Definitions and Abbreviations

2. Issuer Information

3. A Brief summary of business/activities of the Issuer and its l ine of business

4. Brief history of the Issuer

5. Details of the Shareholding Pattern of the Company

6. Brief particulars of the management of the Company;

7. Details of auditors of the Company

8. Details of borrowings of the Company

9. Details of Promoters of the Company

10. Abridged version of Audited Standalone Financial information for at least last three years

11. Audited Half Yearly Standalone Financial information

12. Details of any material event/ development or change having implications on the financials/credit quality (which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

13. Debenture trustee(s)

14. Credit Rating and Rating Rationale(S)

15. Details of guarantee / letter of comfort or any other document / letter with similar intent

16. Names of all the recognised stock exchanges where the debt securities are proposed to be listed and the designated stock exchange

17. Other details

18. Management’s Perception of Risk Factors

19. Undertakings by the Investor

20. Disclaimers

21. Summary Termsheet

22. Scenario Analysis

23. Declaration

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1. DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this

Disclosure Document.

Term Description

“ECap Equities Limited” or

“ECAP” or the “Company” or the “Issuer”

ECap Equities Limited, a public l imited company incorporated under the Companies Act,

1956 and having its Registered Office at 2nd Floor, MB Towers, Plot No. 5, Road No. 2, Banjara Hills, Hyderabad 500 034, Telangana, India

Articles of Association Articles of Association of the Company, as amended from time to time.

Board of Directors/Board The Board of Directors of the Company and includes committee thereof.

Memorandum of

Association

The Memorandum of Association of the Company, as amended from time to time.

Promoter(s) / Holding Company

Edelweiss Financial Services Limited

Disclosure Document Offer Document / Information Memorandum / Private Placement Offer cum application

Letter / Offer Letter as per Form no. PAS-4 pursuant to Section 42 of the Companies Act, 2013, Rule 14(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and SEBI regulations.

Issue Related Terms

Term Description

Affiliate (s)

Affil iate (s) shall mean with respect to any person, any other person directly or indirectly

Controlling, Controlled by, or under direct, indirect or common Control with, such person.

AGM Annual General Meeting

Application Form The form in which an investor can apply for subscription to the Debentures .

BSE / Stock Exchange BSE Limited

Bankers to the Issue The banker to the Issue, in this case being Citi Bank N.A. or ICICI Bank Limited or HDFC Bank, as the case may be.

Beneficial Owner(s) Holder(s) of the Debentures in dematerialized form as defined under section 2 of the Depositories Act.

Calculation Agent Edelcap Securities Limited

CDSL Central Depository Services (India) Limited.

Companies Act Companies Act, 2013 and amendments made thereunder.

Credit Rating Agency CARE Limited

Events of Default The occurrence of any one of the events as mentioned in the Trust Deed shall constitute an Event of Default.

Debentures 300 Secured, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF THE FACE VALUE OF

RS. 100,000/- EACH AGGREGATING TO RS 30,000,000/- ISSUED AS PER THE RESPECTIVE SUMMARY TERM SHEETS (THE “ISSUE”)

Debenture Holders Persons who are for the time being holders of the Debentures and whose names are last mentioned in the Debentures / Debenture Register and sha ll include Beneficiaries.

Debenture Trust Deed Debenture Trust Deed between the Company and SBICAP Trustee Company Limited (the Debenture Trustees) as stated in the Summary Term Sheet

Depository(ies) A depository registered with the SEBI under the Securities and Exchange Board of India

(Depositories and Participant) Regulations, 1996, as amended from time to time, in this

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case being NSDL and CDSL.

Depositories Act The Depositories Act, 1996, as amended from time to time.

Disclosure Document This Disclosure Document/Private Placement Offer cum application Letter through which the Debentures are offered on private placement basis

DP-ID Depository Participant Identification Number.

EGM Extra -ordinary General Meeting

Equity Shares Equity shares of the Company of face value of Rs. 10 each.

FEMA Foreign Exchange Management Act, 1999, as amended, and the related rules and regulations framed thereunder

FII Foreign Institutional Investor as defined under the Securities and Exchange Board of

India (Foreign Portfolio Investors) Regulations, 2014 and registered with the SEBI under applicable laws in India.

FPI Foreign Portfolio Investors as defined under the Securities and Exchange Board of Ind ia

(Foreign Portfolio Investors) Regulations, 2014 and registered with the SEBI under applicable laws in India.

Gilts or Government Securities’

Means securities created and issued by the Central Government and/or State

Government (including treasury bil l) or Government Securities as defined in the Public Debt Act, 1944 as amended from time to time.

G-Sec Government security (G-Sec) means a security created and issued by the Government for the purpose of raising a public loan or any other purpose as notifi ed by the Government in the Official Gazette and having one of the following forms.

i . a Government Promissory Note (GPN) payable to or to the order of a certain

person; or ii . a bearer bond payable to a bearer; or

iii . a stock; or a bond held in a Bond Ledger Account (BLA).

GLD G-Sec Linked Debenture

NSE INDICES LIMITED (erstwhile IISL)

NSE Indices Limited (erstwhile India Index Services and Products Limited) - Reference Index Calculating Agent

INR / Rs. / Rupees Currency of Republic of India

Investors Persons who fall under the category of eligibil ity to whom this Information Memorandum may be sent with a view to offering the Debentures on Private Placement basis.

IRF Interest Rate Futures means a standardized interest rate derivative contract traded on a

recognized stock exchange to buy or sell a notional security or any other interest bearing instrument or an index of such instruments or interest rates at a specified future date, at a price determined at the time of the contract.

Eligible instruments for IRF: The Interest Rate Futures deriving value from the following underlying are permitted on the recognised stock exchanges:

(i) 91-Day Treasury Bil ls;

(i i) 2-year, 5-year and 10-year coupon bearing notional Government of India security, and (i i i) Coupon bearing Government of India security.

IRFLD Interest Rate Futures Linked Debenture

ISIN International Securities Identification Number

Mutual Funds As per SEBI (Mutual Funds) Regulations, 1996 “mutual fund” means a fund established in

the form of a trust to raise monies through the sale of units to the public or a section of

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the public under one or more schemes for investing in securities including money market instruments or gold or gold related instruments or real estate assets

NPA Non Performing Asset

NEFT National Electronic Fund Transfer

NLD Nifty Linked Debenture

NSDL National Securities Depository Limited.

NSE National Stock Exchange of India Limited.

NRI A person resident outside India, who is a citizen of India or a person of Indian origin and shall have the same meaning as ascribed to such term in the FEMA Regulations .

OCB A company, partnership, society or other corporate body owned directly or indirectly to

the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under FEMA Regulations. OCBs are not permitted to inves t in this Issue.

PAN Permanent Account Number.

Preference Shares Preference shares of the Company of face value of Rs. 10 each.

Private Placement Private Placement means any offer of securities or invitation to subscribe securities to a

select group of persons by a Company (other than by way of public offer) through issue of a Private Placement Offer cum application Letter and which satisfies the conditions specified in the Section 42 of the Companies Act, 2013 read with Rules framed thereunder

PAS Prospectus and Allotment of Securities

RBI Reserve Bank of India

Registered Debenture Holder

The Debenture holder whose name appears in the Register of Debenture Holders or in the beneficial ownership record furnished by NSDL/CDSL for this purpose.

Register of Debenture Holders

The register maintained by the Company containing the name of Debenture holders

entitled to receive coupon/redemption amount in respect of the Debentures on the Record Date, which shall be maintained at the Corporate Office.

Reference Index Reference Index is an Index prepared and managed by the Index Administrator which

tracks the performance of a select portfolio of l isted equity stocks, underlying securities /

indices( as the case may be) that are available for trading on the Stock Exchange. This Index covers major sectors of the Indian economy and offers investors exposure to Indian market in one efficient portfolio. This index is not available for trading in the derivatives/cash segments directly.

RTGS Real Time Gross Settlement

SCRA Securities Contracts (Regulations) Act, 1956, as amended from time to time

SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992.

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from time to time.

Security Documents Security documents entered into for creation of security for the benefit of the Debenture Holders.

Valuation Agency The Company has entered into valuation agreement(s) with Credit Analysis and Research Limited (“CARE”) and CRISIL Limited SEBI registered credit rating agencies.

Working Days All days except Saturday, Sunday and any public holiday.

Wilful Defaulter Wilful defaulter means an Issuer who is categorized as a wilful defaulter by any bank or

financial institution or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India and includes an Issuer whose director or promoter is categorized as such.

WDM Wholesale debt market

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Events for Early Redemption:

Force Majeure Event shall mean any war, strike, lock-out, natural disaster, act of terrorism, any restriction on trading in the Underlying, an act of state or situations beyond the reasonable control of the Company occurring after an obligation under the Disclosure Document is entered into by the Company, or such obligation has become il legal or impossible, in

whole or in part and includes any breakdown, failure or malfunction beyond the control of the Company of any telecommunication or computer system including, without l i mitation, unavailability or outages or breakdowns of any communication system(s), breach or effect of any virus in the processes or the ‘payment and delivery mechanism’, sabotage, fire, explosion(s), acts of God, civil commotion or industrial action of any kind, riots, insurrection, acts of

Government, computer hacking, unauthorized access to computer data and storage devices and computer crashes .

Market Suspension Event for Market Linked Debentures means the event of any suspension of trading by the

authorised body on any official trading day, whereby trading shall be halted for a certain period of the day or the day or for the remainder of the trading day.

Issuer Tax Change Event means that, on or after the Deemed Date of Allotment of the Debentures , the imposition of any

withholding or deduction on any payments in respect of the Debentures by or on behalf of the Issuer if such withholding or deduction is required by law.

Change in Law means that, on or after the Deemed Date of Allotment of the Debentures (A) due to the adoption of or any change in any applicable law or regulation (including, without l imitation, any tax law), or (B) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), the Issuer determines in its sole discretion

that (X) it has become il legal for the Issuer to hold, acquire or dispose of the Underlying Security/Units/hedge positions relating to the Debentures, or (Y) the Issuer will incur a materially increased (as compared with the circumstances existing on the Deemed Date of Allotment) cost in relation to the performance of the Issuer’s obligations under the Debentures (including, without l imitation, due to any increase in tax l iability, decrease in tax benefit or other adverse

effect on the tax position of the Issuer).

Hedging Disruption means that the Issuer or any of its Affil iates or its Holding Company is unable, after using

commercially reasonable efforts, to either (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the Underlying price risk (or any other relevant price risk including, but not l imited to, the currency risk) of issuing and performing its obligations with respect to the Debentures, or (B) freely realize, recover, receive, repatriate, remi t or transfer the proceeds of hedge posi tions or the Debentures.

Increased Cost of Hedging means that the Issuer and/or any of its Affil iates or its Holding Company would incur a materially increased (as compared with circumstances existing on the Deemed Date of allotment) amount of tax, duty,

expense or fee (other than brokerage commissions) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the Underlying price risk (or any other relevant price risk including, but not l imited to, the currency risk) of issuing and performing its obligations with respect to the Debentures, or (B) realize, recover or remit the proceeds of hedge positions or the Debentures.

Reference Index Modification Event Reference Index Modification Event means any material change in composition of index or the mutual fund scheme/ method of computation of index as determined by the calculation agent or calculation of NAV of the relevant scheme by the mutual fund, which leads to substantially increased cost of hedging/ Hedging

Disruption.

Regulatory Events for Investor: Subject to regulatory requirements of applicable regulatory authorities, upon the

occurrence of any one of the following events, the Company shall be entitled but not obliged to redeem the Debentures in the hands of the concerned investor: a) The representations/declarations of the investor being untrue or misleading when made or later found to be untrue

during the tenure of his investment;

b) Legal action/proceedings being initiated to suspend the investor’s l icense by any regulatory authority or its name being struck off in the records of the Ministry of Company Affairs;

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c) Any regulatory order passed against investor debarring investor from investments in stock market directly or indirectly etc.

d) Proceedings for insolvency / bankruptcy or winding up being instituted against the investor;

e) Company having reason to believe that any of the aforesaid events is l ikely to occur imminently. Disclosures as per Form no.PAS-4 pursuant to section 42 and rule 14(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014, Schedule – I SEBI (Issue and Listing of Debt Securities) Regulation, as amended (including Securities And Exchange Board Of India (Issue And Listing Of Debt Securities) (Amendment) Regulations,

2012 through notification dated October 12, 2012, SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 through notification dated March 24, 2015 , SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 and SEBI Circular CIR/IMD/DF/17/2011 dated September 28, 2011.

2. ISSUER INFORMATION

Date of incorporation of the

company

January 11, 2008

Registered Office 2nd Floor, M. B. Towers, Plot No. 5, Road No. 2, Banjara Hills, Hyderabad - 500 034, Telangana, India. Tel: +91 40 4031 6900

Corporate Office

Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai – 400098, Maharashtra, India. Tel: +91 22 4009 4400/ +91 22 4088 6310;

Compliance Officer Ms. Bhargavi Halapeti

Company Secretary and Compliance Officer Edelweiss House, Off C.S.T. Road, Kalina, Mumbai – 400 098, Maharashtra, India. Tel: +91 22 4009 4400; E-mail: [email protected]/[email protected]

Chief Financial Officer Mr. Ritesh Jain

Edelweiss House, Off C.S.T. Road, Kalina, Mumbai – 400 098, Maharashtra, India. Tel: +91 22 4009 4400; E-mail: [email protected]/[email protected]

Debenture Trustee of the Issue

SBICAP Trustee Company Limited Apeejay House, 6th Floor,

3, Dinshaw Wachha Road, Churchgate, Mumbai 400 020 Tel: +91 22 4302 5530 Fax: +91 22 4302 5500

E-mail: [email protected] Website: www.sbicaptrustee.com Contact Person: Ms. Savitri Yadav , Compliance Officer

Registrar of the Issue

KFin Technologies Private Limited

Karvy Selenium Tower B, Plot 31-32, Gachibowli ,Financial District, Nanakramguda,

Hyderabad - 500 032

Credit Rating Agency(ies) of the Issue

Name: Credit Analysis & Research Limited Address: 4th Floor, Godrej Coliseum,Somaiya Hospital Road, Off Eastern Express Highway,Sion (E), Mumbai - 400 022 Maharashtra, India

Auditors of the Issuer

M/S. GMJ & Co., Chartered Accountants 3rd & 4th Floor, Vaastu Darshan, “ B” Wing, Above Central Bank of India, Azad Road, Andheri (East), Mumbai 400 069

3. A BRIEF SUMMARY OF THE BUSINESS/ ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS

(a) Overview:

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ECap Equities Limited (ECAP) was incorporated on January 11, 2008. The Company is a subsidiary of Edelweiss Financial Services Limited.

The Company has the following Subsidiaries and Associate:

1. Edelcap Securities Limited 2. Edelweiss Retail Finance Limited 3. Edelweiss Finvest Private Limited

4. Lichen Metals Private Limited (w.e.f October 30, 2019)

5. Edel Investments Limited (Associate Company (w.e.f September 25, 2019) The Company’s primary business is to carry on the business of trading, investing, dealing, broking (including other related activities) in all types of securities and commodities on exchanges of all types and/or otherwise, on delivery

and spot transaction basis at mandi and otherwise including, an importer, exporter, supplier, hedgers in commodities of any kind or nature, in spot markets and in futures and all kinds of derivatives of all the securities and commodities permitted under the laws of India or abroad.

(b) Corporate Structure:

(c) Key Operational and Financial Parameters for the half year ended September 30, 2019:

Parameters

Financial Half Year and Nine months ended

September 30, 2019

(Unaudited)

Networth 297.05

Total Debt 4,432.38 of which – Non Current Maturities of Long Term Borrowing 1,372.13

- Short Term Borrowing 1,664.30

- Current Maturities of Long Term Borrowing 1,395.95

Net Fixed Assets 96.48

Non Current Assets 1,559.04

Cash and Cash Equivalents 6.63

Current Investments 0.05

Current Assets 3,289.29

Non Current Liabilities 7.11

Current Liabilities 214.95

Assets Under Management - Credit Book

Off Balance Sheet Assets

Interest Income 258.47

Interest Expense 247.79

Provisioning & Write-offs 31.67

PAT -1.90

Gross Debt: Equity Ratio of the Company:- NA Before the issue of debt securities 15.9469

After the issue of debt securities 15.9585

Holding Company:

Edelweiss Financial Services Limited

ECap Equities Limited

ECap


(d) Key Operational and Financial Parameters for the last three audited years:

(Rs in Crore)

Parameters Financial Year ended

March 31, 2019 Financial Year ended

March 31, 2018 Financial Year ended

March 31, 2017

Networth 294.71 197.41 53.56

Total Debt 4,766.50 3,835.92 1,842.16

of which – Non Current Borrowing 1,158.13 1,190.04 560.89

- Current and Short Term Borrowing 3,608.37 2,645.88 1,281.27

Net Fixed Assets 99.51 106.71 117.42

Non Current Assets 2,211.67 1,986.26 968.67

Cash and Cash Equivalents 38.16 11.29 3.55 Current Investments 0.05 0.05 0.98

Current Assets 3,727.50 2,035.30 1,486.72

Non Current Liabilities 8.40 11.69 5.21

Current Liabilities 1,007.27 94.59 676.41

Assets Under Management - Credit Book

Off Balance Sheet Assets

Interest Income 537.44 198.76 210.48

Interest Expense 381.11 304.57 181.47

Provisioning & Write-offs 93.27 43.59 3.11

PAT 69.83 51.39 1.85

Debt Equity Ratio 16.17 19.43 34.39

After the issue of debt securities

- - -

*Excluding asset specific borrowings

(e) Project cost and means of financing, in case of funding of new projects: Not applicable

4. A BRIEF HISTORY OF THE ISSUER

(a) History:

The Company was incorporated as a Public Limited Company on January 11, 2008 in the name and style of “ECap Equities Limited”. The Company received the Certificate of Commencement of business on January 2 4, 2008. The Company is a wholly owned subsidiary of Edelweiss Financial Services Limited.

The Company has the following Subsidiaries and Associate Company:- 1. Edelcap Securities Limited

2. Edelweiss Retail Finance Limited 3. Edelweiss Finvest Private Limited 4. Lichen Metals Private Limited (became a Subsidiary Company w.e.fOctober 30, 2019 ) ) 5. Edel Investments Limited (became an Associate Company w.e.f September 25, 2019)

(b) Capital Structure of the Company as on December 31, 2019:

Share Capital

Particulars Amount (Rs. in Crs)

A. Authorised Capital

10,000,000 Equity Shares of Rs. 10 each 10

40,000,000 Preference Shares of Rs. 10 each 40

ECap


Total 50

B. Issued, Subscribed and Paid Up Capital

740,000 Equity Shares of Rs. 10 each 0.74

Total 0.74

Paid up capital

(A) After the offer; (B) after conversion of convertible instruments (if applicable)

(d) share premium account (before and after the offer)

N.A

(c) Change in share capital as on December 31, 2019 (for last five years):

i. Authorized Share Capital and the changes therein: None

ii. Equity Share Capital and the changes therein:

iii. Preference Share Capital and the changes therein:

(d) Details of any acquisitions or amalgamation in the last one year:

a. Auris Corporate Centre Limited, Burlington Business Solutions Limited, Eternity Business Centre Limited,

Olive Business Centre Limited and Serenity Business Park Limited, the wholly owned subsidiaries of the Company have been merged with the Company with effect from April 21, 2018.

b. Edelweiss Holdings Limited, Edelweiss Trustee Services Limited and Alternative Investment Market Advisors Priva te

Limited, the wholly owned subsidiaries of the Company have been merged with the Company with effect from

November 29, 2019.

(e) Details of any reorganization or reconstruction in the last one year: None

5. DETAILS OF THE SHAREHOLDING PATTERN AS ON DECEMBER 31, 2019

(a) Equity Shareholding pattern of the Company as on December 31 , 2019:

Date of Allotment No. of Shares

Face

Value (Rs.)

Issue Price (Rs.)

Nature of Consideration

Reasons for Allotment

March 28, 2018 5,00,000 10 2500 Cash Rights i ssue for redemption of Preference

Shares

Date of Allotment

No. of Preference

Shares

Face Value (Rs.)

Issue Price (Rs.)

Nature of

Conside- ration

Reasons for

Allotment

Cumulative

No. of Preference

Shares

Cumulative Paid-up Share

Capital (Rs. In Cr)

Cumulative

Share Premium

(Rs. In Cr)

Remarks

March 29, 2012

18,00,000 10 1,000 Cash --- 18,00,000 1.8 178.2

Redeemed on March

28, 2018

December 20, 2013

18,00,000 10 10 Cash --- 36,00,000 3.6 Ni l

Redeemed on March

28, 2018

ECap


Sr. No. Particulars Total No. of Equity Shares

No. of Shares in Demat form

Total Shareholding as % of total no. of Equity Shares

1. Promoter 740,000* 7,39,994 * 100

2. Promoter Group -- -- --

3. Others -- -- --

Total 740,000 7,39,994 100

* including 6 shares held by nominees of Promoters.

Note: Shares pledged or encumbered by the promoters – None

(b) List of Top 10 holders of Equity Shares of the Company as on December 31, 2019:

Sr. No. Name of Shareholder No. of Equity Shares held

No of Shares in Demat form

% of Share Holding

1 Edelweiss Financial Services Limited 739,994 739,994 99.99

2 Mr. Bashyam Renganathan* 1 --

3 Mr. Tarun Khurana* 1 --

4 Mr. Vinit Agrawal* 1 --

5 Mr. Dipakkumar K Shah* 1 --

6 Mr. Ashish Bansal* 1 --

7 Ms. Pooja Doshi* 1 --

* Nominees of Edelweiss Financial Services Limited

(c) Preference Shareholding pattern of the Company as on December 31, 2019 : NIL

6. BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY:

(a) NAMES AND ADDRESSES OF THE DIRECTORS OF THE ISSUER AS ON December 31, 2019:

Sr. No. Name, Designation, DIN, Nationality, Occupation and Address

Age

(Years)

Date of Appointment

Other Directorships

1.

Mr. Umesh Wadhwa Designation : Non –Executive Director

DIN : 05157099 Nationality : Indian

Occupation : Service Address: 401/402, Samarth Anngan, Bldg No. 1-A,

Lokhandwala Complex, Andheri (W),

Mumbai – 400053.

46 06/08/2012 Nil

2. Mr. T. K. Ramaswamy Designation : Non –Executive Director

49 11/03/2013 Edelweiss Comtrade Limited.

ECap


DIN : 05158707

Nationality : Indian Occupation : Service

Address: B – Wing, 204, Tilak Dham CHS, Bldg No -

22, Tilak Nagar, Chembur, Mumbai – 400089.

3. Mr. Ganesan R

Designation : Non –Executive Director DIN : 07446631

Nationality : Indian Occupation : Service

Address: C-406, Navkar Apartment, Shivaji Udyog Nagar, Patharli Road, Near Saibaba Mandir, Dombivali East Kalyan Tilaknagar

Thane Kalyan 421201

50 17/03/2016 Nil

4. Ms. Chetna M. Malaviya Designation : Independent Director

DIN : 07300976

Nationality : Indian

Occupation : Service

Address: 101/A, Garden Estate, Link Road, Laxmi

Nagar, Goregaon West, Mumbai - 400062

47 17/03/2016 EC Commodity Limited

5 Mr. Bharat Bakshi

Designation : Independent Director

DIN : 07648220

Nationality : Indian

Occupation : Service

Address: 6/15, 4th Floor, Navjivan Society, Lamington

Road, Mumbai 400008

59 02/05/2018 Edelweiss Finvest Private Limited (formerly known as

Arum Finvest Private Limited)

(b) Change in Directors since last three years (i.e. 2016-17, 2017-18 and 2018-19):

Name, Designation DIN Date of Appointment /

Resignation

Director of the Company since (in case of resignation)

Remarks

Mr. Bharat Bakshi 07648220 02/05/2018 - Appointment

Mr. Ravindra Ankam 03210147 02/05/2018 21/03/2015 Resignation

ECap


Confirmations

1. None of the Directors are identified as willful defaulters by the RBI, ECGC or any government authority. 2. Neither the Issuer nor any of its Promoters or Directors has been declared as a willful defaulter.

Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. NIL Debenture holding of Directors:

As on date, none of our Directors hold any debentures in the Company.

Remuneration of the Directors No remuneration has been paid to the Directors except sitting fees for attending Board and Committee meetings

during the last three financial years:

Sr. No. Name of the Director March 31, 2019 (Rs.) March 31, 2018 (Rs.) March 31, 2017 (Rs.)

1. Mr. Ravindra Ankam 10,000 50,000 90,000

2. Mr. Bharat Bakshi 1,10,000 N.A. N.A.

7. DETAILS OF AUDITORS OF THE COMPANY

(a) Details of the auditor of the Company

Name Address Auditor since

M/s. GMJ & Co., Chartered Accountants

3rd & 4th Floor, Vaastu Darshan, “ B” Wing, Above Central Bank of India, Azad Road, Andheri (East), Mumbai 400 069

August 3, 2018

(b) Details of changes in auditors since last three years :

Name Address Tenure

M/s. NGS & Company LLP B-46, 3rd Floor, Pravasi Industrial Estate, Vishweshwar Nagar Road, Goregaon (E), Mumbai - 400063. Maharashtra India.

Till August 3, 2018

8. DETAILS OF BORROWINGS AS ON December 31, 2019

(a) Details of Secured Loan Facilities :

Lender’s name Type of facility

Amount Sanctioned

(in Rs. Crore)

Principal amount

outstanding (in Rs. Crore) *

Repayment Date

/ Schedule Security

Bajaj Finance Ltd Long Term Loan 131 48.50 The loan is repayable after

the end of 3 years but before the end of 4 years in four equated

quarterly installment

Secured against immoveable property and

hypothecation is created over all current and future furniture and fittings

Bajaj Finance Ltd Long Term Loan --------- (0.004) EIR adjustment on borrowing (IND AS) Term loan

from Bajaj Finance

ECap


Ltd

Non-Convertible Debenture

Long term Loan --------- 866.75

The debentures are secured by a first mortgage and charge over

the immovable property and a pari passu charge on the receivables and stock-in-trade to the

extent equal to the principal and interest amount.

Non-Convertible

Debenture

Current

maturities of Long Term Debt

--------- 1,429.97

The debentures are

secured by a first mortgage and charge over the immovable property and a pari passu charge

on the receivables and stock-in-trade to the extent equal to the principal and interest

amount

Interest Accrued But

Not Due

222.13

Total

2,567.35

(b) Details of Unsecured Loan Facilities :

Lender’s name Type of facility Amount Sanctioned

(Rs. in Crore)

Principal amount outstanding

(Rs in Crore.)

Repayment Date /

Schedule

Security

Inter corporate deposit Short Term Loan 30.84

Edelweiss Securities and

Investments Private Limited

Short Term Loan 19.30

Indusind Bank Limited Short Term Loan 1400.00

Interest Accrued But Not Due

75.41

Total 1,525.55

(c) Details of Non Convertible Debentures: Refer Annexure (d) List of Top 10 Debenture holders as on December 31, 2019

SR No. NAME AMOUNT IN LAKH

1 Larsen and Toubro Limited 40,000

2 Goldman Sachs (India) Finance Private Limited 21,460

3 Edelweiss Rural & Corporate Services Limited 7,754

4 Vardhman Acrylics Limited 6,000

5 Naval Group Insurance Fund 5,595

6 Noble Communications Private Limited 5,264

7 Ramesh Juneja 3,400

ECap


8 Morde Foods Private Limited 3,092

9 Balkrishna Industries Limited 2,500

10 Raghav Bahl 2,314

(e) The amount of corporate guarantee issued by the issuer along with name of the counter party (like name of the

subsidiary, JV entity, group company, etc) on behalf of whom it has been issued : None

(f) Details of Commercial Paper: There is no outstanding amount of Commercial Papers as at December 31, 2019.

(g) Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures /

Preference Shares) as on December 31, 2019 : NIL

(h) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, loans from any bank or financial institutions, deposits, debt securities and other financial indebtness including corporate guarantee

issued by the Company, in the past five years : NONE (i) Details of outstanding borrowings taken / debt securities issued where taken / issued (a) for consideration other than

cash, whether in whole or part, (b) at premium or discount, or (c) in pursuance of an option

The Issuer has not issued any debt securities or has any outstanding borrowings taken: (i) for consideration other than

cash, whether in whole or part; or (i i) in pursuance of an option as on December 31, 2019.

As on December 31, 2019, the Issuer has issued debt securities at a premium as per the table below:

Date of Issue

Product Code

No. of Debentures

Face Value (INR)

Premium Per Debenture (INR)

Aggregate Premium (INR)

08-Sep-17 E0E701A02 10000 100000 381 3810000

12-Sep-17 E0E701A03 2495 100000 2703 6743985

27-Sep-17 E0E701A04 396 100000 3806 1507176

03-Oct-17 E0E701A05 900 100000 3946 3551400

06-Oct-17 E0E701A06 500 100000 4016 2008000

12-Oct-17 E0E701A07 500 100000 4154 2077000

26-Oct-17 E0E701A08 200 100000 4481 896200

31-Oct-17 E0E701A09 700 100000 4598 3218600

09-Nov-17 E0E701A11 550 100000 4226 2324300

16-Nov-17 E0E701A12 400 100000 4393 1757200

17-Nov-17 J9J701A04 100 100000 144 14400

23-Nov-17 E0E701A13 1202 100000 4560 5481120

04-Dec-17 E0E701A15 287 100000 4823 1384201

07-Dec-17 E0E701A16 150 100000 4895 734250

08-Dec-17 J9J701A05 3000 100000 639 1917000

12-Dec-17 J9J701A06 2200 100000 734 1614800

27-Dec-17 E0E701A17 94 100000 5376 505344

10-Jan-18 J9J701A07 300 100000 1422 426600

30-Jan-18 J9J701A09 300 100000 1499 449700

15-Feb-18 J9J701A08 370 100000 1890 699300

07-Mar-18 E0E701A18 1500 100000 6018 9027000

08-Mar-18 J9J701A13 348 100000 2021 703308

20-Mar-18 J9J701A14 391 100000 2321 907511

ECap


22-Mar-18 J9J701A16 1940 100000 2372 4601680

23-Mar-18 J9J701A15 1806 100000 2397 4328982

26-Mar-18 J9J701A19 649 100000 2472 1604328

26-Mar-18 K0K705A08 299 100000 476 142324

06-Apr-18 K0K705A09 730 100000 747 545310

10-Apr-18 C1E802A01 300 100000 1130 339000

11-Apr-18 J9J701A20 194 100000 3520 682880

12-Apr-18 J9J701A21 1986 100000 3545 7040370

16-Apr-18 K0K705A10 800 100000 994 795200

17-Apr-18 K0K705A11 470 100000 2035 956450

18-Apr-18 K0K705A12 500 100000 1043 521500

26-Apr-18 J9J701A22 313 100000 3888 1216944

02-May-18 J9J701A23 300 100000 4035 1210500

07-May-18 J9J701A24 289 100000 4158 1201662

15-May-18 K0K705A15 480 100000 2712 1301760

16-May-18 K0K705A14 500 100000 1739 869500

23-May-18 J9J701A26 244 100000 4288 1046272

24-May-18 J9J701A27 250 100000 4313 1078250

31-May-18 J9J701A28 200 100000 4488 897600

31-May-18 K0K705A17 200 100000 2113 422600

07-Jun-18 K0K705A18 725 100000 2288 1658800

12-Jun-18 J9J701A29 200 100000 4790 958000

13-Jun-18 K0K705A20 466 100000 2300 1071800

15-Jun-18 J9J701A30 300 100000 4865 1459500

22-Jun-18 J9J701A32 375 100000 5041 1890375

22-Jun-18 K0K705A21 353 100000 2527 892031

28-Jun-18 C1E802A03 1173 100000 3213 3768849

29-Jun-18 J9J701A33 476 100000 5218 2483768

29-Jun-18 K0K705A23 682 100000 2703 1843446

04-Jul-18 J9J701A34 285 100000 5344 1523040

05-Jul-18 K0K705A22 325 100000 2855 927875

11-Jul-18 J9J701A35 2369 100000 5521 13079249

11-Jul-18 K0K705A25 1000 100000 3007 3007000

18-Jul-18 C1E802A05 575 100000 3869 2224675

19-Jul-18 C1E802A06 472 100000 5837 2755064

20-Jul-18 J9J701A37 351 100000 5749 2017899

24-Jul-18 K0K705A27 531 100000 3337 1771947

26-Jul-18 K0K705A28 915 100000 3793 3470595

31-Jul-18 C1E802A07 280 100000 7123 1994440

01-Aug-18 J9J701A39 943 100000 6054 5708922

01-Aug-18 K0K705A30 1257 100000 3541 4451037

03-Aug-18 G1L801A01 100 100000 36 3600

03-Aug-18 J9J701A38 189 100000 6105 1153845

03-Aug-18 K0K705A31 303 100000 3592 1088376

ECap


09-Aug-18 C1E802A08 775 100000 3711 2876025

14-Aug-18 G1L801A04 50 100000 240 12000

16-Aug-18 J9J701A40 450 100000 6280 2826000

20-Aug-18 G1L801A06 350 100000 351 122850

20-Aug-18 K0K705A32 300 100000 3762 1128600

21-Aug-18 G1L801A07 120 100000 204 24480

23-Aug-18 J9J701A43 1000 100000 6460 6460000

23-Aug-18 K0K705A36 1000 100000 3840 3840000

27-Aug-18 J9J701A44 764 100000 6564 5014896

27-Aug-18 K0K705A35 1045 100000 4129 4314805

29-Aug-18 J9J701A42 300 100000 6615 1984500

30-Aug-18 G1L801A05 279 100000 3829 1068291

30-Aug-18 J9J701A41 178 100000 6641 1182098

30-Aug-18 K0K705A37 1511 100000 4021 6075731

31-Aug-18 G1L801A02 295 100000 556 164020

05-Sep-18 J9J701A45 1929 100000 6796 13109484

07-Sep-18 G1L801A08 745 100000 687 511815

11-Sep-18 C1E802A09 503 100000 4070 2047210

12-Sep-18 K0K705A41 400 100000 4358 1743200

14-Sep-18 G1L801A09 75 100000 4077 305775

14-Sep-18 J9J701A46 94 100000 7030 660820

14-Sep-18 K0K705A38 438 100000 4409 1931142

19-Sep-18 J9J701A49 467 100000 7159 3343253

25-Sep-18 G1L801A11 174 100000 4260 741240

25-Sep-18 J9J701A50 395 100000 7315 2889425

25-Sep-18 K0K705A43 480 100000 4695 2253600

27-Sep-18 G1L801A14 300 100000 1061 318300

28-Sep-18 J9J701A47 25 100000 7393 184825

28-Sep-18 K0K705A39 100 100000 4774 477400

03-Oct-18 H1I802A01 211 100000 3220 679420

03-Oct-18 H1I805A01 71 100000 4014 284994

04-Oct-18 G1L801A15 350 100000 4410 1543500

05-Oct-18 J9J701A51 300 100000 7576 2272800

19-Oct-18 G1L801A16 148 100000 3852 570096

19-Oct-18 H1I802A03 74 100000 1791 132534

19-Oct-18 H1I805A03 25 100000 1945 48625

19-Oct-18 K0K705A42 261 100000 4695 1225395

22-Oct-18 C1E802A10 308 100000 2119 652652

29-Oct-18 G1L801A24 300 100000 1041 312300

30-Oct-18 G1L801A21 246 100000 4042 994332

31-Oct-18 G1L801A18 232 100000 4059 941688

31-Oct-18 J9J701A52 50 100000 7911 395550

02-Nov-18 G1L801A23 190 100000 4094 777860

02-Nov-18 H1I802A05 48 100000 153 7344

ECap


05-Nov-18 G1L801A26 320 100000 1179 377280

15-Nov-18 G1L801A27 300 100000 464 139200

22-Nov-18 G1L801A28 149 100000 3657 544893

30-Nov-18 G1L801A29 270 100000 3801 1026270

30-Nov-18 H1I802A06 165 100000 5997 989505

30-Nov-18 H1I805A06 69 100000 7887 544203

05-Dec-18 J9J701A55 100 100000 8210 821000

05-Dec-18 K0K705A47 250 100000 4766 1191500

07-Dec-18 G1L801A30 123 100000 3926 482898

07-Dec-18 H1I802A08 140 100000 5746 804440

07-Dec-18 J9J701A53 92 100000 8267 760564

10-Dec-18 G1L801A19 193 100000 3215 620495

14-Dec-18 G1L801A33 25 100000 3288 82200

14-Dec-18 J9J701A57 100 100000 8151 815100

14-Dec-18 K0K705A48 1000 100000 4434 4434000

18-Dec-18 G1L801A32 300 100000 391 117300

21-Dec-18 G1L801A34 162 100000 3418 553716

21-Dec-18 H1I802A09 23 100000 6057 139311

21-Dec-18 J9J701A59 828 100000 8354 6917112

27-Dec-18 G1L801A35 298 100000 576 171648

28-Dec-18 G1L801A36 139 100000 3548 493172

31-Dec-18 E0E701A19 446 100000 12111 5401506

01-Jan-19 K0K705A51 99 100000 4950 490050

02-Jan-19 J9J701A60 276 100000 8702 2401752

04-Jan-19 G1L801A38 120 100000 3677 441240

04-Jan-19 H1I802A10 23 100000 6072 139656

04-Jan-19 J9J701A61 186 100000 8760 1629360

04-Jan-19 K0K705A52 105 100000 6338 665490

08-Jan-19 G1L801A39 190 100000 3752 712880

08-Jan-19 J9J701A62 460 100000 8855 4073300

09-Jan-19 E0E701A20 446 100000 12375 5519250

11-Jan-19 G1L801A41 150 100000 3807 571050

11-Jan-19 J9J701A63 873 100000 8964 7825572

16-Jan-19 G1L801A40 349 100000 988 344812

18-Jan-19 J9J701A64 274 100000 9168 2512032

21-Jan-19 G1L801A42 500 100000 1091 545500

21-Jan-19 J9J701A66 177 100000 9168 1622736

21-Jan-19 K0K705A54 102 100000 6757 689214

25-Jan-19 G1L801A45 62 100000 4068 252216

25-Jan-19 H1I802A11 23 100000 5869 134987

25-Jan-19 J9J701A65 82 100000 9372 768504

28-Jan-19 J9J701A67 24 100000 10427 250248

28-Jan-19 D2J801A04 49 100000 922 45178

30-Jan-19 G1L801A46 800 100000 1277 1021600

ECap


01-Feb-19 G1L801A47 24 100000 4198 100752

01-Feb-19 H1I802A12 71 100000 4589 325819

01-Feb-19 J9J701A69 132 100000 9577 1264164

07-Feb-19 J9J701A70 46 100000 10733 493718

07-Feb-19 K0K705A55 32 100000 7360 235520

07-Feb-19 D2J801A05 50 100000 1214 60700

08-Feb-19 G1L801A44 277 100000 4329 1199133

08-Feb-19 J9J701A71 25 100000 9782 244550

08-Feb-19 D2J801A06 25 100000 361 9025

15-Feb-19 G1L801A48 120 100000 4460 535200

15-Feb-19 J9J701A72 75 100000 10264 769800

20-Feb-19 G1L801A49 788 100000 2413 1901444

20-Feb-19 K0K705A56 419 100000 6945 2909955

22-Feb-19 G1L801A50 48 100000 5316 255168

22-Feb-19 J9J701A73 1069 100000 10466 11188154

22-Feb-19 K0K705A57 94 100000 7002 658188

22-Feb-19 D2J801A07 25 100000 1513 37825

26-Feb-19 J9J701A74 210 100000 11583 2432430

26-Feb-19 K0K705A58 46 100000 8482 390172

05-Mar-19 G1L801A51 192 100000 5443 1045056

05-Mar-19 K0K705A59 37 100000 7267 268879

05-Mar-19 D2J801A09 25 100000 1769 44225

08-Mar-19 G1L801A52 127 100000 5571 707517

08-Mar-19 H1I802A13 100 100000 8730 873000

08-Mar-19 B2E901A03 526 100000 832 437632

12-Mar-19 B2E901A06 500 100000 1413 706500

15-Mar-19 G1L801A53 99 100000 5698 564102

15-Mar-19 K0K705A61 23 100000 8991 206793

15-Mar-19 B2E901A07 329 100000 1722 566538

15-Mar-19 D2J801A11 25 100000 2097 52425

19-Mar-19 B2E901A08 352 100000 2029 714208

22-Mar-19 B2E901A09 663 100000 1992 1320696

25-Mar-19 B2E901A11 235 100000 1908 448380

26-Mar-19 B2E901A10 301 100000 2162 650762

26-Mar-19 C2H901A02 99 100000 66 6534

26-Mar-19 D2J801A14 25 100000 3344 83600

27-Mar-19 D2J801A13 583 100000 2433 1418439

29-Mar-19 K0K705A64 24 100000 8008 192192

29-Mar-19 B2E901A12 1420 100000 1956 2777520

29-Mar-19 C2H901A03 77 100000 117 9009

29-Mar-19 D2J801A15 300 100000 2489 746700

05-Apr-19 B0C904A03 29 100000 546 15834

05-Apr-19 B2E901A13 748 100000 2308 1726384

05-Apr-19 C0C901A01 809 100000 57 46113

ECap


05-Apr-19 C2H901A06 39 100000 238 9282

18-Apr-19 B2E901A14 209 100000 3450 721050

18-Apr-19 C2H901A08 123 100000 951 116973

23-Apr-19 K0K705A65 25 100000 8732 218300

23-Apr-19 B2E901A15 322 100000 2868 923496

23-Apr-19 F0E901A02 350 100000 1495 523250

25-Apr-19 C0C901A02 714 100000 612 436968

07-May-19 B2E901A16 737 100000 2975 2192575

07-May-19 C0C901A03 97 100000 1048 101656

07-May-19 D0D907A02 41 100000 530 21730

20-May-19 B2E901A17 143 100000 4743 678249

21-May-19 C0C901A04 395 100000 1418 560110

22-May-19 K0K705A66 913 100000 9579 8745627

28-May-19 B2E901A18 300 100000 5461 1638300

29-May-19 B0C904A04 73 100000 2276 166148

29-May-19 B2E901A19 747 100000 5173 3864231

29-May-19 C2H901A09 173 100000 1652 285796

29-May-19 D0D907A03 384 100000 1095 420480

29-May-19 D2J801A16 536 100000 4214 2258704

29-May-19 F0E901A03 25 100000 3070 76750

11-Jun-19 B2E901A20 120 100000 7092 851040

14-Jun-19 K0K705A67 23 100000 10550 242650

14-Jun-19 B0C904A05 72 100000 2870 206640

14-Jun-19 C2H901A10 143 100000 1926 275418

20-Jun-19 B0C904A06 195 100000 3051 594945

20-Jun-19 F0E901A04 96 100000 3334 320064

25-Jun-19 D2G902A03 1444 100000 2235 3227340

26-Jun-19 B0C904A07 243 100000 3181 772983

26-Jun-19 C0C901A06 33 100000 2588 85404

26-Jun-19 C2H901A11 245 100000 2133 522585

26-Jun-19 D2G902A04 21 100000 2131 44751

04-Jul-19 B0C904A08 25 100000 3388 84700

04-Jul-19 F2I901A04 98 100000 678 66444

12-Jul-19 C2H901A12 79 100000 2409 190311

12-Jul-19 D2G902A05 48 100000 948 45504

15-Jul-19 C2H901A13 10 100000 2461 24610

18-Jul-19 B0C904A09 384 100000 4028 1546752

19-Jul-19 K0K705A68 100 100000 11103 1110300

19-Jul-19 B0C904A10 193 100000 3505 676465

19-Jul-19 C0C901A07 48 100000 2857 137136

19-Jul-19 C2H901A14 24 100000 2530 60720

19-Jul-19 F0E901A05 48 100000 2280 109440

29-Jul-19 C2H901A15 104 100000 2703 281112

13-Aug-19 B0C904A11 190 100000 4432 842080

ECap


14-Aug-19 C2H901A16 25 100000 2231 55775

22-Aug-19 B0C904A13 231 100000 4162 961422

27-Aug-19 C0C901A09 23 100000 4558 104834

28-Aug-19 B0C904A14 24 100000 4327 103848

28-Aug-19 C2H901A17 48 100000 2482 119136

28-Aug-19 D2G902A07 18 100000 992 17856

30-Aug-19 C2H901A18 10 100000 2518 25180

13-Sep-19 C2H901A19 24 100000 2769 66456

13-Sep-19 D2G902A08 10 100000 406 4060

16-Sep-19 C2H901A20 20 100000 2823 56460

16-Sep-19 D2G902A09 36 100000 918 33048

16-Sep-19 F2I901A14 300 100000 202 60600

17-Sep-19 K0K705A73 44 100000 12655 556820

27-Sep-19 C0C901A11 120 100000 4773 572760

27-Sep-19 C2H901A22 65 100000 3021 196365

27-Sep-19 D2G902A10 105 100000 5037 528885

27-Sep-19 F2I901A17 267 100000 2169 579123

15-Oct-19 D2G902A11 36 100000 6756 243216

15-Oct-19 F2I901A18 72 100000 2232 160704

16-Oct-19 C2H901A23 11 100000 3365 37015

16-Oct-19 D2G902A12 225 100000 6526 1468350

16-Oct-19 F2I901A19 50 100000 2476 123800

18-Oct-19 D2J801A22 550 100000 8998 4948900

29-Oct-19 D2J801A24 300 100000 9319 2795700

30-Oct-19 C0C901A12 124 100000 5688 705312

30-Oct-19 D2G902A13 90 100000 11310 1017900

30-Oct-19 F2I901A20 196 100000 5401 1058596

14-Nov-19 D2J801A26 500 100000 9787 4893500

15-Nov-19 C0C901A13 52 100000 6135 319020

15-Nov-19 C2H901A25 24 100000 3909 93816

15-Nov-19 F2I901A21 15 100000 5470 82050

19-Nov-19 D2J801A27 425 100000 9934 4221950

21-Nov-19 C2H901A26 24 100000 4018 96432

21-Nov-19 F2I901A22 114 100000 6125 698250

26-Nov-19 D2J801A28 56 100000 8872 496832

28-Nov-19 D2G902A14 20 100000 12270 245400

28-Nov-19 F2I901A23 100 100000 7524 752400

29-Nov-19 C0C901A14 24 100000 6527 156648

13-Dec-19 J0A901B01 25 100000 529 13225

13-Dec-19 K1B901A01 25 100000 339 8475

13-Dec-19 F2I901A24 23 100000 8762 201526

19-Dec-19 C2H901A27 48 100000 4530 217440

27-Dec-19 J0A901A02 122 100000 907 110654

27-Dec-19 J0A901B02 25 100000 888 22200

ECap


27-Dec-19 K0K705A75 22 100000 16563 364386

27-Dec-19 K1B901A02 633 100000 1074 679842

27-Dec-19 D2J801A32 23 100000 10436 240028

As on December 31, 2019, the Issuer has issued debt securities at a discount as per the table below:

Date of Issue

Product Code

No. of Debentures

Face Value (INR)

Discount Per Debenture (INR)

Aggregate Premium (INR)

06-Mar-17 L9C701A 995 100000 -4058 -4037710

24-Mar-17 L9C703A 862 100000 -4500 -3879000

10-Apr-17 L9D702A 175 100000 -4350 -761250

24-Aug-17 H0H702A 200 100000 -2750 -550000

19-Sep-17 B3A701A 2768 100000 -3000 -8304000

03-Nov-17 J9J701A01 3100 100000 -184 -570400

06-Nov-17 J0K702A 250 100000 -4000 -1000000

10-Nov-17 J9J701A02 150 100000 -28 -4200

24-Nov-17 K0K704A 350 100000 -2750 -962500

29-Dec-17 K0K705A02 803 100000 -401 -322003

22-Jan-18 K0K705A03 485 100000 -1963 -952055

23-Feb-18 K0K705A06 300 100000 -284 -85200

25-May-18 E1E801A 650 100000 -3250 -2112500

03-Jul-18 F1G810A 325 100000 -4100 -1332500

24-Aug-18 H1H803A 324 100000 -4000 -1296000

04-Oct-18 H1I802A02 195 100000 -113 -22035

04-Oct-18 H1I805A02 52 100000 -587 -30524

31-Oct-18 H1I802A04 203 100000 -1487 -301861

31-Oct-18 H1I805A04 25 100000 -2697 -67425

21-Jan-19 D2J801A02 25 100000 -144 -3600

25-Jan-19 D2J801A03 50 100000 -32 -1600

05-Mar-19 B2E901A01 963 100000 -70 -67410

06-Mar-19 B2E901A02 914 100000 -3250 -2970500

07-Mar-19 B2E901A04 1447 100000 -250 -361750

04-Apr-19 C2H901A04 515 100000 -2981 -1535215

15-Apr-19 C2H901A07 307 100000 -1986 -609702

01-Jul-19 F2I901A02 25 100000 -2833 -70825

03-Jul-19 F2I901A03 150 100000 -150 -22500

12-Jul-19 F2I901A05 137 100000 -369 -50553

15-Jul-19 F2I901A06 290 100000 -226 -65540

19-Jul-19 F2I901A07 59 100000 -339 -20001

29-Jul-19 D2G902A06 27 100000 -1472 -39744

29-Jul-19 F2I901A08 332 100000 -150 -49800

14-Aug-19 F2I901A09 255 100000 -615 -156825

20-Aug-19 F2I901A10 300 100000 -464 -139200

28-Aug-19 F2I901A11 392 100000 -130 -50960

30-Aug-19 F2I901A12 122 100000 -778 -94916

ECap


13-Sep-19 F2I901A13 430 100000 -33 -14190

17-Sep-19 F2I901A15 25 100000 -1281 -32025

9. Details of Promoters of the Company :

(a) Details of Promoter holding in the Company as on December 31, 2019:

Name of

Shareholders

Total no. of

equity shares

No, of shares

in Demat form

Total Shareholding as % if

total no. of equity shares

No of

shares pledged

% of shares pledged with

respect to shares owned

Edelweiss Financial Services Limited*

7,40,000 7,39,994 100 Nil Nil

* including 6 shares held by nominees of Promoters.

10. Abridged version of Audited Consolidated (wherever available) and Standalone Financial information ( like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications , if any. Refer Annexure

11. (a) Abridged version of Latest Audited / Limited Review Half Yearly consolidated (wherever available) and Standalone

Financial Information (like Profit & Loss statement and Balance Sheet) and auditor’s qualifications, if any. Refer Annexure

(b) Related party transactions entered during the last three financial years immediately preceding the year of circulation of Disclosure Document including with regard to loans made or, guarantees given or securities provided. Refer Annexure

(c) Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of Disclosure Document and their impact on the financial statements and financial

position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark. Nil (d) Any change in accounting policies during the last three years and their effect on the profits and the reserves of the

company: The Company prepared financial statements as per Ind AS for the first time for the year ended March 31, 2019. The impact of first time adoption of Ind AS on net-worth and profit and loss account is quantified in note 63 of the annual financial statements.

(e) Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of Disclosure Document:

Particulars

FY 2019-20 (Sep 19) (Rs in Crore)

FY 2018-19 (Rs in Crore)



Profit Before Tax (21.70) 86.86 85.97 1.37

Tax (19.80) 17.03 34.58 (0.48)

ECap


Profit After Tax (1.90) 69.83 51.39 1.85

(f) Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid):

12. (a) Any material event/ development or change having implications on the financials/credit quality (e.g. any material

regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities. Edelweiss Financial Services Limited, Holding Company of the Issuer, and other merchant bankers in the matter of Initial Public Offer of Credit Analysis and Research Limited (together referred to as the

“Appellants”) have fi led an appeal before the Securities Appellate Tribunal, Mumbai (“SAT”) against the impugned order dated November 28, 2014 (“Order”). SEBI vide Order had imposed the maximum penalty prescribed under Section 15 HB of the SEBI Act amounting to INR 1,00,00,000/- jointly and severally on the Appellants for the violation of Clause 1 of

Form C of Schedule VI of Regulation 8 (2) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and Regulation 13 read with clause 1, 4, 6, 7 and 20 of Code of Conduct for Merchant Bankers as specified in Schedule III of the SEBI (Merchant Bankers) Regulations 1992. Aggrieved, the Appellants have fi led the Appeal inter -alia to set aside the order and to stay the Order. The Securities Appellate Tribunal by a majority order dated September 30, 2016 has set

aside the order passed by SEBI as well as the penalty imposed on the merchant bankers.

Edelweiss Financial Services Limited, Holding Company of the Issuer, Axis Capital Limited and SBI Capital Markets Limited (“Appellants”/ “Merchant Bankers”) had fi led an appeal before the Securities Appellate Tribunal, Mumbai

(“SAT”) on May 19, 2016 to, inter alia, set aside an order dated March 31, 2016 (“Order”) passed by an adjudicating officer of SEBI (“Respondent”) and to grant an interim stay on the Order. The Respondent vide the Order had imposed a penalty of Rs. 1,00,00,000/- jointly and severally on the Appellants for violation of Regulation 57(1), Regulation

57(2)(a)(i i) and Regulation 64(1) of the SEBI ICDR Regulations and Regulation 13 of the SEBI (Merchant Bankers) Regulations, 1992 (“MB Regulations”) in relation to certain disclosure requirements set forth under the SEBI ICD R Regulations and adherence to the code of conduct set forth under the MB Regulations for the merchant bankers, respectively, in the initial public offer of Electrosteel Steels Limited. SAT vide its order dated November 14, 2019, has

reduced the penalty amount from Rs. 1,00,00,000/- to Rs. 50,00,000/-. The penalty of Rs. 50,00,000/- imposed on the Merchant Bankers has been paid jointly.

(b) Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the Disclosure Document and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action. NONE

(c) Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of Disclosure Document in the case of Company and all of its subsidiaries. NIL

(d) Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company. NIL

(e) Prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the Disclosure Document and if so, section-wise details thereof for the Company and all of its subsidiaries. NIL

13. Debenture Trustee:

Particulars FY

2019-20 (Sept 19)

FY

2018-19

FY

2017-18

FY

2016-17

Dividend per equity share (in Rs.) NIL NIL 1,250 NIL

Interest coverage ratio 0.91 1.24 1.29 1.01

ECap


The Company has appointed SBICAP Trustee Company Limited as the Debenture Trustee to the Issue.

SBICAP Trustee Company Limited has given consent to act as the Debenture Trustee on behalf of the Debenture holders.

A copy of the consent letter is enclosed as Annexure

14. Credit Rating and Rating Rationale(s):

The rating rationale/letter adopted/issued by the Rating Agency is enclosed as Annexure

The rating rationale can be accessed from the website of the rating agency.

15. Details of guarantee / letter of comfort or any other document / letter with similar intent

Edelweiss Financial Services Limited has issued unconditional and irrevocable guarantee in favour of the Debenture Trustee for the benefit of the Debenture holders, in case of default in the repayment of outstanding principal and interest on the redemption date by the Company.

16. Names of all the recognised stock exchanges where the debt securities are proposed to be listed and the designated stock exchange:

The Debentures are proposed to be listed on BSE. The designated stock exchange is the BSE.

17. Other details

(a) Debenture Redemption Reserve

The Debenture Redemption Reserve shall be as per the provisions of the Companies Act, 2013 and the applicable Rules as amended from time to time

(b) Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc).

o The Companies Act, 2013 and the applicable Rules as amended from time to time; o SEBI (Issue and Listing of Debt Securities) Regulation, 2008 as amended from time to time; o SEBI (Listing Obligation & Disclosure requirement) Regulations, 2015 and amendments thereafter;

o SEBI Circular CIR/IMD/DF/17/2011 dated September 28, 2011; o SEBI Circular CIR/IMD/DF/17/2013 dated October 22, 2013; o SEBI Circular CIR/IMD/DF/18/2013 dated October 29, 2013 to the extent applicable;

o SEBI Circular CIR/MRD/DRMNP/35/2013 dated December 05, 2013 and amendments thereafter ; o SEBI Circular CIR/IMD/DF-1/122/2016 dated November 11,2016 and amendments thereafter . o SEBI Circular CIR/IMD/DF-1/ 67 /2017 dated June 30, 2017 and SEBI Circular CIR/DDHS/P/59/2018 dated March 28, 2018.

o SEBI Circular SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018, and amendments thereafter; o RBI Circular RBI/2013-14/402 IDMD.PCD. 08/14.03.01/2013-14 and RBI Notification No. IDMD.PCD.07/ED(RG) - 2013 dated December 5, 2013 and amendments thereafter;

(c) Application for the Debentures

How to Apply

Applications for the Debentures must be made in the Application Form and must be completed in block letters in English by investors. Application Forms must be accompanied by a cheque or electronic fund transfer instruction drawn or made

payable in favour of "ECap Equities Limited” and marked ‘A/c Payee Only’ in case of cheques. The full amount of the Debentures applied for has to be paid along with the delivery of the fully completed and executed Application Form together with other applicable documents described below.

Cheques/ electronic fund transfer instruction may be drawn on any bank which is situated and is a member or sub-

ECap


member of the Bankers’ clearing houses located at Mumbai. Investors are required to make payments only through cheques/ electronic transfer payable at Mumbai.

The Company assumes no responsibil ity for any applications/cheques/ lost in mail or in transit. The payment by FPIs / FIIs shall be made through the payment modes permitted by Reserve Bank of India.

Who can Apply

Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof through this Disclosure Document, and this Disclosure Document and its

contents should not be construed to be a prospectus under the Companies Act.

The following categories of investors, when specifically approached, are eligible to apply for this private placement of Debentures

Individuals

Hindu Undivided Family

Trust

Limited Liability Partnerships

Partnership Firm(s)

Portfolio Managers registered with SEBI

Association of Persons

Companies and Bodies Corporate including Public Sector Undertakings.

Commercial Banks

Regional Rural Banks

Financial Institutions

Insurance Companies

Mutual Funds

FPIs /FIIs,/sub-accounts of FIIs

Any other investor eligible to invest in these Debentures

All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue.

This Disclosure Document and the contents hereof are restricted for only the intended rec ipient(s) who have been

addressed and only such recipients are eligible to apply for the Debentures. Furthermore, NRIs, OCBs, and other persons resident outside India (except as specifically provided in this Disclosure Document) are not eligible to apply for or hold the Debentures.

Application by Banks/Corporate Bodies/Mutual Funds/FIs/Trusts/Statutory Corporations

The applications must be accompanied by certified true copies of (i) memorandum and articles of

association/constitution/bye-laws/trust deed; (i i) resolution authorizing investment and containing operating

instructions; and (i i i) specimen signatures of authorized signatories; Application made by an Asset Management

Company or custodian of Mutual Fund shall clearly indicate the name of the concer ned scheme for which application is being made.

Application by FPIs / FIIs / sub accounts of FIIs

The application should be accompanied by all documents required in case of investments to be made by such FPIs / FIIs /

sub accounts of FIIs including (i ) approval, if any from Reserve Bank of India / SEBI; (i i) self attested copy of PAN; (i i i) SEBI

registration certificate (including of the sub-account of FII); FPIs / FIIs / sub accounts of FIIs, (iv) tax residence certificate provided by the Income Tax authority of foreign country of which the FII is a tax resident, wherever applicable/Address

Proof, (v) authorized signatories, (vi) Board resolution permitting investment in debentures/structured products, (vi)

demat statement, (vii) financials for the past 2 years and (vii i) the POA

Application under Power of Attorney

ECap


A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and

specimen signatures of all authorised signatories must be lodged along with the submission of the completed Application

Form. Further, modifications/additions in the power of attorney or authority should be delivered to the Company at its

Office.

PAN

Each of the applicants should mention his/her/their PAN allotted under the IT Act. Applications without this will be

considered incomplete and are l iable to be rejected.

Basis of Allotment

The Company has the sole and absolute right to allot the Debentures to any applicant.

Right to Accept or Reject Applications

The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in full, without

assigning any reason. Application Forms that are not complete in all respects shall be rejected at the sole and absolute

discretion of the Company.

Payment of Coupon

Coupon will be paid only to the Debenture holders registered in the Register of Debenture holders or to the Beneficial

Owners. Coupon on the Debentures, if any shall be payable on the Redemption Date. The determination of the persons entitled to receive Coupon in respect of the Debentures (i.e., persons whose names are registered in the register of Debenture holders or the Depositories’ record) shall be made on the Record Date. In the case of joint holders of

Debentures, Coupon shall be payable to the first named Debenture holder. Redemption

The entire principal amount of the Debentures will be repaid, on or before the Redemption Date. No surrender of

debentures by the debentureholders will be allowed prior to the redemption date. The Debentures held in the dematerialised form shall be taken as discharged on payment of the redemption amount by the Company on maturity to the registered debentureholders whose name appears in the Register of debentureholders

on the record date. Such payment will be a legal discharge of the liability of the Company towards the debentureholders.

On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company

shall stand extinguished.

The Company's l iability to the debentureholders towards all their rights including for payment or otherwise shall cease

and stand extinguished from the due dates of redemption in all events. Further the Company will not be liable to pay any

Coupon or compensation from the dates of such redemption.

Right to Re-purchase and Re-issue the Debentures The Company will have power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part or all of its Debentures from the secondary markets or otherwise, at any time prior to the Redemption Date, subject to

applicable law and in accordance with the applicable guidelines/regulations, if any. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances

whatsoever, the Company shall have, and shall be deemed always to have ha d, the power to reissue the Debentures either by reissuing the same Debentures or by issuing other debentures in their place. Further the Company, in respect of such re-purchased/re-deemed Debentures shall have the power, exercisable either

for a part or all of those Debentures, to cancel, keep alive, appoint nominee(s) to hold or reissue at such price and on such terms and conditions as it may deem fit and as permitted by law.

ECap


Right to further issue the Debentures

Company reserves right to make multiple issuances under the same ISIN with reference to

SEBI Circular CIR/IMD/DF-1/ 67 /2017 dated June 30, 2017 and SEBI Circular CIR/DDHS/P/59/2018 dated March 28, 2018 . Issue can be made either by way of creation of fresh ISIN or by way of issuance under the existing ISIN at premium

/par/discount as the case may be in l ine with SEBI Circular CIR/IMD/DF-1/ 67 /2017 dated June 30, 2017 and SEBI Circular CIR/DDHS/P/59/2018 dated March 28, 2018.

Place, Currency and Mode of Payment

All obligations of the Company on the Debentures including Coupon, are payable at Mumbai in Indian rupees only .

The payments will be made through cheques or RTGS/NEFT/Fund Transfer mode.

Issue of Debentures in Dematerialised Form

The Debentures will be issued only in dematerialized form. The trading in Debentures will be in dematerialized mode

only. The Company has made arrangements with the depositories for the issue of the Debentures in dematerialised form.

Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Depository Participant’s name, DP-ID and beneficiary account number must be mentioned at the appropriate place in the

Application Form. The Company shall take necessary steps to credit the Debentures allotted to the depository account of

the investor.

Succession

In the event of demise of a Registered Debenture holder of the Debentures, or the first holder in the case of joint

holders, the Company will recognize the executor or admi nistrator of the demised Debenture holder or the holder of succession certificate or other legal representative of the demised Debenture holder as the Registered Debentures

holder of such Registered Holder’s Debentures if such a person obtains probate or l etter of administration or is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter and delivers a copy of the same to the Company. The Company may in its absolute discretion, where it

thinks fit, dispense with the production of the probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the

demised Debenture holder(s) on production of sufficient documentary proof or indemnity. In case a person other than individual holds the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein, including liquidator or such any person appointed as per the applicable law.

Notices

The notices, communications and writings to the Debenture holder(s) required to be given by the Company shall be

deemed to have been given if sent by registered post/courier to the Registered Debenture holder(s) at the address of the

Debenture holder(s) registered with the Corporate Office.

All notices, communications and writings to be given by the Debenture holder(s) shall be sent by registered post or by

hand delivery to the Company at its Corporate Office or to such persons at such address as may be notified by the

Company from time to time and shall be deemed to have been received on actual receipt of the same. Rights of Debenture holders

The Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available to

them under the Companies Act. The Debenture shall not confer upon the holder the right to receive notice(s) or to

attend and to vote at any general meeting(s) of the shareholders of the Company.

Modifications of Rights

The rights, privileges and conditions attached to the Debentures may be varied, modified or abrogated upon a Special Request or by a Special Resolution duly passed at the meeting of the Debentureholders convened in ac cordance with the

provisions set out in the Fifth Schedule of the Debenture Trust Deed.

ECap


Future Borrowings

Subject to the applicable regulations, the Company shall be entitled, from time to time, to make further issue of

Debentures, other debt securities (whether pari passu or junior to the Debentures) and other instruments and securities

to any person or persons including to the public or a section of the public and/or members of the Company and/or to

raise further loans, advances and/or avail further financial and/or guarantee facil ities from financial institutions, banks and/or any other person(s) without any further approval from or notice to the Deb enture holders/Debenture Trustee.

Tax Benefits

A debenture holder is advised to consider the tax implications in respect of subscription to the Debentures after

consulting his tax advisor. Coupon Cheques/Refund Cheques

Loss of Coupon cheques/refund cheques should be intimated to the Company immediately. Upon receipt of request for

issue of duplicate Coupon cheques/refund cheques, the Company shall consider the same and such issue of duplicate

cheques shall be governed by applicable law and any other conditions as may be prescribed by the Company.

Debenture Trustee

The Issuer has received the consent of SBICAP Trustee Company Limited to act as the Trustees on behalf of the

Debenture Holders. All the rights and remedies of the Debenture holders shall vest in and shall be exercised by the Debenture Trustee without referring to the Debenture holders. All investors are deemed to have irrevocably given their authority and consent to SBICAP Trustee Company Limited to act as their debenture trustee and for doing such acts and

signing such documents to carry out their duty in such capacity. Any payment by the Company to the Debenture Trustee on behalf of the Debenture holders shall discharge the Company pro tanto to the Debenture holders. Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed executed between the Company and the Debenture Trustee. A notice in writing to the Debenture holders shall be provided for the same.

Valuation Agency

The Company has entered into valuation agreement(s) with SEBI registered credit rating agencies namely CRISIL Limited (“CRISIL”) and Credit Analysis and Research Limited (“CARE”). The Issuer at its sole discretion shall appoint one of these agencies as a Valuation Agent to provide Valuation on Debentures. The details of Valuation Agent and the website l ink of

the Valuation Agent where the Valuations shall be available will be communicated by the Issuer to the Debenture holder. Such communication shall form part of this Disclosure Document. The Valuation Agent will publish the valuation on its website at least once every calendar week. The valuation of the Debentures shall be available at

https://www.edelweissfin.com/web/edelweiss/investor-relation/valuations-of-structured-products-ncds and on the website of the Valuation Agency within 7 Working Days from Deemed Date of Allotment. Upon request by any Debenture Holder for the value of the Debentures, the Issuer shall arrange to provide the same. The Company reserves the right to change the Valuation Agent at its sole and absolute discretion, during the tenure of the Debentures without giving any

reasons or prior notice to the Debenture holders. The Issuer shall inform about such change as and when it occurs to the Debenture holders.

Anti Money Laundering

Since these debentures are issued in “compulsory demat mode” and the Company uses depository system for allotment of the debentures, KYC checks conducted by depository participants at the time of accepting the customer or transaction under the prevention of money laundering policy adopted by depositories or depository participant shall be considered

adequate irrespective of risk level of the customer or transaction. However, as a matter of a good p ractice, Company may examine transactions/clients that may fall under “suspicious transactions” category as defined under Prevention of Money Laundering Act, 2002 and seek further information from the clients.

18. MANAGEMENT’S PERCEPTION OF RISK FACTORS

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Potential investors should consider carefully all the risk factors in this Disclosure Document for evaluating the Issuer and its business and the Debentures before making any investment decision relating to the Debentures. Unless the context

requires otherwise, the risk factors described below apply to the Issuer only. If any one of the following stated risks actually occurs, the Issuer’s business, financial conditions and results of operations could suffer and, therefore, the value of the Issuer’s Debentures could decline.

Unless specified or quantified in the relevant risk factors, the Issuer is not in a position to quantify the financial or oth er implications of any risk mentioned herein below:

a) Early Termination for Extraordinary Reasons, Illegality and Force Majeure :

If the Issuer determines that, for reasons beyond its control, the performance of its obligations under the

Debentures has become il legal or impractical in whole or in part for any reason, or the Issuer determines that, for reasons beyond its control, it is no longer legal or practical for it to maintain its hedging arrangements with respect to the Debentures for any reason, the Issuer may at its discretion and without obligation terminate early the

Debentures. If the Issuer terminates early the Debentures, the Issuer will, if and to the extent permitted by applicable law, pay the holder of each such Debenture an amount determined by the Calculation Agent/Issuer.

b) Interest Rate Risk on Bonds/ Government securities:

Bonds/ Government securities which are fixed return securities, run price-risk l ike any other fixed income security.

Generally, when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The level of interest rates is determined by the rates at which government raises new money through RBI, the price levels at which the market is already dealing in existing securities, rate of inflation etc. The extent of fall or rise in the prices is a function of the prevailing coupon rate, number of days to maturity of a security and the

increase or decrease in the level of interest rates. The prices of Bonds/ Government securities are also influenced by the liquidity in the financial system and/or the open market operations (OMO) by RBI. Pressure on exchange rate of the rupee may also affect security prices. Such rise and fall in price of bonds/ government securities may influence

valuations as and when such changes occur.

c) Changes or discontinuance of the Underlying:

Changes in the Underlying and factors which either affect or may affect the value of the Underlying, may affect the return on an investment in the Debentures . In case of the regulators or the authorized bodies discontinuing or

restricting the use of the benchmark/underlying, the Issuer will be bound to take necessary action as may be prescribed by the regulators or the authorized body or as may be required by the law or as may be required to accommodate the situation

d) Returns on Debentures are subject to Model Risk:

Returns on the Debentures are based on complex mathematical models involving multiple derivative exposures which may or may not be hedged and the actual behavior of the Underlying/ Reference Index selected for hedging may significantly differ from returns predicted by the mathematical models.

e) Increasing competition from banks, financial institutions and NBFCs

The successful implementation of Issuers growth plans depends on its abili ty to face the competition. The main competitors of the Issuer are NBFCs, financial institutions and banks. The Issuer does not have access to large quantities of low cost deposits because of which it may become less competitive. Many of its competitors ha ve

significantly greater financial, technical, marketing and other resources. Many of them also offer a wider range of services and financial products than the Issuer does and have greater brand recognition and a larger client base. As the Issuer ventures into offering newer products, it is l ikely to face additional competition from those who may be

better capitalised, have longer operating history and better management. If the Issuer is unable to manage its business and compete effectively with current or future competitors it might impede its competitive position and profitability.

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f) Downgrading in Credit Rating

For long term borrowings through NCDs the following Rating has been assigned –

CARE - CARE PP-MLD AA-; Stable [(pronounced as CARE PP-MLD Double A Minus Outlook: Stable]

The Issuer cannot guarantee that this rating will not be downgraded. In the event of deterioration in the financial

health of the Issuer, there is a possibil ity that the Rating Agency may downgrade the rating of the Debentures. Such a downgrade in the credit rating may lower the value of the Debentures and may also result in the Issuer having to withdraw this borrowing programme.

g) Security may be insufficient to redeem debentures

In the event that the company is unable to meet its payment and other obligations towards investors under the terms of the debentures, the Debenture Trustee may enforce the security as per the terms of security documents, and other related documents. The Debenture Holder(s)’recovery in relation to the debentures will be subject to (a)

the market value of such secured property, (b) finding will ing buyer for the security at a price sufficient to repay debenture holder(s)’amounts outstanding under the debentures. The value realized from the enforcement of the security may be insufficient to redeem the debentures.

h) Repayment is subject to the credit risk of issuer

Potential investors should be aware that receipt of the principal amount, (i.e. the redemption amount) and any other amounts that maybe due in respect of the debentures is subject to the credit risk of the Issuer. Potential investors

acknowledge the risk that the issuer may not be able to satisfy their obligations under the debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the issuer, the payment of sums due on the debentures may not be made or may be

substantially reduced or delayed.

EXTERNAL RISK FACTORS

a) The Debentures may be illiquid

The Company intends to l ist the Debentures on the WDM segment of the BSE. The Company cannot provide any

guarantee that the Debentures will be frequently traded on the Stock Exchange(s) and that there would be any market for the Debenture(s). It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be l iquid or i l l iquid. The fact that the Debentures may be so listed or quoted or admitted to trading does not

necessarily lead to greater l iquidity. The more limited the seconda ry market is, the more difficult it may be for holders of the Debentures to realise value for the Debentures prior to settlement of the Debentures.

b) A slowdown in economic growth in India

A slowdown in the Indian economy / GDP may adversely affect Company’s business, including its ability to enhance its asset portfolio and the quality of its assets, and its ability to implement certain measures could be adversely affected by a movement in interest rates, or various other factors affecting the growth of indus trial, manufacturing and services sector or a general down trend in the economy. Any adverse revision to India's credit

rating for domestic and international debt by international rating agencies may adversely impact the Company’s ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available.

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c) Conditions in the Indian Debt market may affect the coupon on the Debentures.

Even though the Government securities market is more liquid compared to other debt instruments, on occasions,

there could be difficulties in transacting in the market due to extreme volatil ity or unusual constriction in market volumes or on occasions when an unusually large transaction has to be put through. The Centra l and State Governments are the issuers of the local currency debt. The Government raises money to meet its capital and

revenue expenditure by issuing debt or discounted securities. Since these securities carry minimal risks, they may command lower yields.

The performance may be affected by changes in Government policies, general levels of interest rates and risks associated with trading volumes, l iquidity and settlement systems .

The Indian securities markets are smaller than securities markets in more developed economies and the regulation and monitoring of Indian securities markets and the activities of investors, brokers and other participants differ, in some cases significantly, from those in the more developed economies .

d) Conditions in the Indian Equity market may affect the coupon on the Debentures.

Applicable to Index Linked product:

The Indian stock exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies. In addition, the governing bodies of the Indian stock exchanges have from

time to time restricted securities from trading, l imited price movements and restricted margin requirements. If similar problems occur in the future, the market price and liquidity of the Equity Shar es could be adversely affected, thereby affecting the indices.

19. UNDERTAKINGS BY THE INVESTOR:

The following risks associated to the Debentures, is subject to and pursuant to the terms of the Debentures as provided in this Disclosure Document, The initial subscriber by subscribing to, and any subsequent purchaser by purchasing the Debentures, shall be deemed to have agreed, and accordingly the Company shall be entitled to presume, that each of the

initial subscriber, and any subsequent purchaser (Debenture holder, as also referred to hereinabove and hereinafter):

(A) has

(1) sufficient knowledge (including of applicable laws, rules, regulations, circulars), experience and expertise as an investor, to make the investment in such Debentures;

(2) not relied on either of the Company, or any of its affi l iates, holding company, or any person acting on its behalf for any information, advice or recommendations of any sort except as regards the accuracy of the specific factual information about the terms of the Debentures as set out in the Disclosure Document;

(3) understood that information contained in the Disclosure Document, or any other document issued by the Company is not being construed as business or investment advice; and

(4) made an independent evaluation and judgment of all risks and merits before investing in the Debentures;

(B) has understood there may be delay in l isting of the Debentures and even after being listed, may not be marketable or may not have a market at all;

(C ) has understood that without prejudice to (A), and (B) above,

(1) the method and manner of computation of, returns and calculations on the Debentures shall be solely determined

by the Company, whose decision shall be final and binding; The valuation to be pr ovided by the valuation agency is only an indicative value on the valuation date and can be different from the actual realizable value of the Debenture;

(2) in the event of any discretions to be exercised, in relation to method and manner of any of the ab ove computations including due to any disruptions in any of the financial markets or if for any other reason the calculations cannot be

made as per the method and manner originally stipulated or referred to or implied, such alternative methods or approach shall be used as deemed fit by the Company and may include the use of estimates and approximations. All

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such computations shall be valid and binding on the Debenture holder, and no liability therefore will attach to the Company;

(3) Investor confirms that issuer will not be responsible for the performance of Index and is only using Index as

underlying and is only responsible for tracking/mapping its performance as per calculation methodology agreed herein. Any loss to investor due to underperformance of Index shall be borne by investor and neither Issuer nor Index Administrator shall be responsible for any losses to investor. Further, Issuer shall not be responsible or l iable

to investor for any loss caused due to any action, i naction, omission or negligence of Index administrator or Index calculating agent.

(4) Investors hereby authorise, agree, acknowledge that Issuer may receive information from Index calculating agent or Index Administrator w.r.t change in Index composition or calculation methodology and Issuer may provide necessary consent to Index calculating agent or Index Administrator that issuer deems fit in its sole discretion and such events may not constitute early redemption event at Issuer discretion.

(D) has understood that in the event that the Debenture holder suffers adverse consequences or loss, the Debenture holder

shall be solely responsible for the same and the Company, or any of its affi l iates, holding company, or any person acting on its behalf shall not be responsible, in any manner whatsoever, for any adverse consequences or loss suffered by the Debenture holder, including but not l imited to, on the basis of any claim that no adequate disclosure regarding the risks

involved was made or that the full risks involved were not explained or understood; (E) has reviewed the terms and conditions applicable to the Debentures as contained in the Disclosure Document, and

understood the same, and, on an independent assessment thereof, confirmed the same to be correct and, found the

same acceptable for the investment made and has also reviewed the risk disclosure with respect to the Debentures, and understood the risks, and determined that the Debentures are a suitable investment and th at the Debenture holder can bear the economic risk of that investment, including the possibil ity of receiving lower than expected returns.

(F) has received all the information believed to be necessary and appropriate or material in connection with, and fo r, the investment in the Debentures;

(G) holds the Debentures as an investment and has not purchased the Debentures on a speculative basis;

(H) as an investor, is knowledgeable about applicable laws, rules, regulations with respect to the Debentures and is experienced in making investments, including in debt instruments having variable or unpredictable returns or no returns

and also investments similar to the Debentures;

(I) in investing in the Debentures:

(i) has obtained such independent and appropri ate financial, tax, accounting and legal advice as required and/or deemed necessary, to enable the Debenture holder to independently evaluate, assess and understand the appropriateness, merits and risks associated with investing in the Debentures, and also as to the Debenture holders’ legal competency and ability (including under applicable laws and regulations), to invest in the Debentures;

(i i) has assumed, on the Debenture holders’ own account, all risk of loss that may occur or be suffered including as to the returns on and/or the sale value of the Debentures and shall not look directly or indirectly to the Company (or to any person acting on its behalf) to indemnify or otherwise hold the Debenture holder harmless in respect of any such loss and/or damage and confirms that the Debenture holder is aware that, as returns on the Debentures are

primarily l inked to the Securities and even otherwise, the Debenture holder may receive negligible returns or not receive any returns at all over the term and/or part thereof, of the Debentures or upon maturity;

(J) has understood that, at any time during the term of the Debentures, the value of the Debentures may be substantially less than its redemption amount;

(K) undertakes that, if the Debenture holder sells the Debentures to subsequent investors, the Debenture holder shall ensure, and it is the Debenture holder’s obligation in that regard, that:

(1) the subsequent investors receive the terms and conditions, risks and representations contained in the Disclosu re Document and any other related document and fully understand the Debentures,

(2) sale to subsequent investors will be subject to such investors having confirmed the receipt of all of (1) above,

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(3) the sale and transfer of the Debentures shall be effected only in the manner stipulated: by the Stock Exchange in accordance with the rules, regulations and bye-laws of the Stock Exchange;

(L) has the legal ability to invest in the Debentures, and the investment does not contravene any provision of any l aw,

regulation or contractual restriction or obligation or undertaking binding on or affecting the Debenture holder, or its assets;

(M) where the Debenture holder is a partnership firm

(i) its investing in the Debentures on its terms is within the scope of its investment policy and is not in conflict with the provisions of the partnership deed currently in force;

(i i) the investment in Debentures is being made by and on behalf of the partners (and binds all the partners jointly and severally), and that the partnership is in force and existing, and the investment has been ratified by all of the partners, jointly and severally;

(i i i) the investment in Debentures has been duly authorised by all the partners, and does not contravene any provisions of the partnership deed, or any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the partnership or its assets or any of the partners or their respective assets;

(iv) for any minor as may have been admitted to the benefits of the partnership, the legal guardian of the minor has confirmed that the above applies equally to the minor as if the minor were a partner; and

(v) for any Hindu Undivided Family (“HUF”) that may be partner, the Karta declares that the above equal ly binds each of the co-parcenors and beneficiaries of the HUF; and

(N) where the Debenture holder is a company, also confirms that:

(i) notwithstanding the variable nature of the return on the Debentures, the Debenture holder is not precluded under

any law, rules, regulations and/ or circular/s issued by any statutory authority/ies including under the Companies Act, 2013 and its Rules, from investing in the Debentures;

(i i) all necessary corporate or other necessary action has been taken to authorize, and that the Debenture holder has corporate ability and authority, to invest in the Debentures; and

(i i i) investment in the Debentures does not contravene any provisions of the memorandum and the articles of association, or any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the

Debenture holder or the Debenture holder’s assets.

(O) where there is an intermediary who sells the Debentures and/or invests in the Debentures on behalf of its Clients/investor(s) (“Intermediary”), it also confirms that :

(i) it is registered with SEBI;

(ii) it is fully in compliance with the laws and regulations applicable to it including the SEBI Circular dated

CIR/IMD/DF/17/2011 dated September 28, 2011 (“Structured Products Guidelines”), the Prevention of Money Laundering Act, 2002 (“PML Act”), the Prevention of Money Laundering (Maintenance of Records of the Nature and Value of Transactions, the Procedure and Manner of Maintaining and Time for Furnishing Information and Verification and Maintenance of Records of the Identity of the Clients of the Banking Companies, Financial

Institutions and Intermediaries) Rules, 2005 (“PML Rules”), the requirements of Circular dated 20th March 2006 “Guidelines on Anti -Money Laundering Standards” of the SEBI (“AML Guidelines”) together with the PML Act and the PML Rules, the “AML Laws & Rules”), all applicable know-your-client norms (“KYC Guidelines”) and all

applicable rules, regulation and guidelines issued by any relevant regulator and the Intermediary has strictly complied with all applicable AML Laws & Rules and KYC Guidelines in relation to each of the Clients / i nvestor(s);

(iii) the Intermediary is sell ing the Debentures, to appropriate Clients/the investor(s) or is investing on behalf of its Clients /the investor(s) appropriately and such sale / investment in the Debentures is within the scope of its authority and accordingly binds each of the Clients/ investor(s);

(iv) the intermediary has satisfied itself as to the capacity and authority of each of the Clients / investor(s) to invest in such Debentures;

(v) the Intermediary has conducted a risk profil ing of each Client / Investor (s) pursuant to the Structured Products Guidelines and has satisfied itself that the Debentures are suitable to the risk profile of the Client / investor.

(vi) the Intermediary has fully advised each of its Clients / the investor(s) of the risks relating to investment in the Debentures and ensured that the Client / investor has understood the risks involved in investment in the Debentures and is capable of taking the risks posed by the Debentures;

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(vii) the Intermediary in case of a Portfolio Manager as required under the SEBI (Portfolio Managers) Regulations, 1993 and in case of any other Intermediary under the regulations applicable to that Intermediary has fully advised each

of its Clients / the investor(s) of the rights of such Clients / investor(s) against the Intermediary as its principal and accepts responsibil ity for such advice;

(viii) Should there be any dispute by the Clients / investor(s) as regards the investment in the Debentures including but not l imited to the scope of its authority with regard to such investment the same shall be dealt with entirely by the Intermediary with each of the Clients / investor(s), with no reference to the Issuer;

(ix) the Intermediary hereby consents (including on the basis of any request made by the Issuer in this regard) to

provide and/or to the disclose to the Issuer any information regarding any or all of the Client / investor and the investment in the Debenture, as required under applicable regulations and/or as requested by any governmental or regulatory authority or under a provision of law and agrees that such information shall be disclosed by the Issuer to any governmental and/or regulatory authorities.;

(x) The Intermediary shall provide its Clients / the investor(s) with a copy of the Offer Document;

(xi) The Intermediary shal l guide the Clients / investor(s) as to where the valuations (of the Debentures) will be available;

(xii) The Intermediary shall guide the Clients / investor(s) as to the applicable exit loads/exit options/liquidity support, (if any) etc. being provided by the Issuer or through the secondary market;

(xiii) The Intermediary confirms and undertakes that it has not and will not use the name of the Issuer or any of its group entities in any of its advertisement or any marketing material other than for the sell ing the Debentures; and

The Intermediary confirms that the marketing material shall only contain information that is provided in this Disclosure Document and should not contain any information that is extraneous to this Disclosure Document.

(P) where the Debenture holder is a FPI / FII / sub account, it also confirms that the investment by such FPI/ FII and on behalf of each sub-account shall not exceed individual debt l imits allocated as per applicable rules, regulations, guidelines from time to time.

Potential Conflicts of Interest

The Company has appointed Edelcap Securities Limited, its subsidiary as its calculation agent for the purposes of calculating

amounts payable or deliverable to holders under these Debentures. Under certa in circumstances, the agent as subsidiary and its responsibilities as calculation agent for the Debentures could give rise to conflicts of interest. The calculation ag ent is required to carry out its duties in good faith and using its reasonable judgment. However, because the Company may control the subsidiary, potential conflicts of interest could arise. The Issuer may enter into an arrangement with a subsidiary to

hedge market risks associated with its obligations under the Debentures. Such a subsidiary would expect to make a profit in connection with this arrangement. The Company may not seek competitive bids for such arrangements from other affi l iated and unaffil iated parties.

20. Disclaimers

This Disclosure Document in relation to the Debentures is made a vailable by the Company to the applicant on the further strict understanding that

(i) the applicant other than FPI/FII is a “Person Resident in India” as defined under the Foreign Exchange Management Act, 1999,

(i i) in providing this Disclosure Document to the applicant, the applicant confirms that there will be no violation of rules, regulations and byelaws issued by any applicable authority including those issued by the Securities and Exchange

Board of India;

(i i i) the applicant has sufficient knowledge, experience, and professional advice to make his own evaluation of the merits and risks of a transaction of the type under this Disclosure Document; and

(iv) the applicant is not relying on the Issuer nor on any of the affi l iates or the Holding Company fo r information, advice or recommendations of any sort except for the accuracy of specific factual information about the possible terms of the transaction.

The Company is not acting as the advisor or agent of the applicant. This Disclosure Document does not purport to

identify for the applicant, the risks (direct or indirect) or other material considerations, which may be associated with

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the applicant entering into the proposed transaction. Prior to entering into any proposed transaction, the applicant should independently determine, without reliance upon the Company or the affi l iates of the Company or the Holding

Company, the economic risks and merits, as well as the legal, tax, and accounting characterizations and consequences of the transaction and including that the applicant is able to assume these risks. The Company, and/or the affi l iates of the Company or the Holding Company, may act as principal or agent in similar transactions and/or in transactions

with respect to instruments underlying a proposed tra nsaction. The Company, and/or the affi l iates of the Company and / or the Holding Company may, from time to time, have a long or short proprietary position/s and/or actively trade, by making markets for its clients, in financial products identical to or economically related to those financial products described in this Disclosure Document. The Company may also undertake hedging transactions related to

the initiation or termination of a transaction, that may adversely affect the market price, rate, index or o ther market factors(s) underlying the financial product and consequently its value. The Company may have a commercial relationship with and access to information of reference securities, financial products, or other interests underlying a

transaction.

This Disclosure Document and its contents are the Company’s property, and are to be considered proprietary

information and may not be reproduced or otherwise disseminated in whole or in part without the Issuer’s written

consent unless required to by judicial or administrative proceeding, and then with prior notice to the Company. If any

recipient of this information memorandum and or Private Placement Offer cum application Letter decides not to

participate in the issue, that recipient must promptly return this information memorandum and or all private

placement offer and all reproductions whether in whole or in part and any other information statement, notice,

opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in

connection with the issue to the issuer.

Information Memorandum and/or the Private Placement Offer cum application Letter does not constitute, nor may it

be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in whi ch such offer or

solicitation is not authorized or to any person to whom it is unlawful to make such an offer/solicitation. No action is

being taken to permit an offering of the debentures or the distribution of this Information Memorandum and/or the

Private Placement Offer cum application Letter in any jurisdiction where such action is required. Persons into whose

possession this Information Memorandum and/or the Private Placement Offer cum application Letter come are

required to inform themselves of, and to observe, any such restrictions. This information memorandum is made

available to potential investors in the issue on the strict understanding that it is confidential.

Applicants must understand that while the Debentures would be listed, in view of the nature and complexity of the Debentures, marketability may be impacted in a manner that cannot be determined.

Past performance is not indicative of future performance. Investment in the Debentures may be subject to the risk of loss, meaning the Debenture holder may lose some or all of its investment especially where changes in the value of

the transaction may be accentuated by leverage. Even where the Debentures are principal protected, there is a risk that any failure by a person including a counterparty to perform obligations when due may result in the loss of all or part of the investment. Applicants are not being offered any guaranteed or indicative returns through these

Debentures.

No liability whatsoever is accepted for any loss arising (whether direct or consequential) from any use of the information contained in this Disclosure Document. The Company undertakes no obligation to effect any subsequent updates on the information after the date of Information Memorandum and thus it should not be relied upon with

respect to such subsequent events without first confirming its accuracy with the Issuer. Any opinions attributed to the Company, and/or the affi l iates of the Company and / or the Holding Company constitute the Company’s judgment as of the date of the material and are subject to change without notice. Provision of information may cease at any time without reason or notice being given.

Applicants must understand that while the issue and other dates are specified, with the change in any regulations by the SEBI or any other regulatory body or for any other reason, the issue itself / these dates can be cancelled / reformed at the discretion of the Issuer and shall be final and binding on the prospective holders /holders of those

debentures.

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NOTE:

This Disclosure Document is not intended for distribution and it is meant solely for the consideration of the person to whom

it is addressed and should not be reproduced by the recipient. The Debentures mentioned herein are being issued on a private placement basis and this offer does not constitute nor should it be considered a public offer/invitation. No thing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer to the Indian publi c

or any section thereof to subscribe for or otherwise acquire the Debentures. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Company and have been marked against the serial number provided herein and only such recipients are eligible to apply for the Debentures. Furthermore, NRIs, OCBs and other persons resident outside India (except as specifically provided in this

Disclosure Document) are not eligible to apply for or hold the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The Company or any other parties, whose names appear herein, shall not be l iable for any statements made herein or any event or circumstance arising there from.

Potential investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments.

Stock Exchange Disclaimer Clause

It is to be distinctly understood that fi l ing of this Disclosure Document with the Stock Exchange should not, in any way, be deemed or construed that the same has been cleared or approved by the Stock Exchange. The Stock Exchange does not take any responsibil ity either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Disclosure Document.

Information in relation to Nifty 10 yr Benchmark G-Sec Clean Price Index , Reference Index

The Nifty 10 yr Benchmark G-Sec Clean Price Index is constructed using the clean price of a 10 year bond issued by the

Government of India and declared as benchmark by FIMMDA. The index seeks to track the performance of the 10 year benchmark security on the basis of clean price. The index has a base date of Jan 03, 2011 and base value of 1000.

Index Manufacturer – NSE Indices Limited [erstwhile India Index Services & Products Limited (IISL)] Background

NSE Indices Limited , a subsidiary of NSE was setup in May 1998 to create and manage indices for NSE and its

participants NSE Indices Limited maintains over 80 equity indices comprising broad-based benchmark indices, sectoral indices

They manage the most popular and most traded indices on Indian markets such as Nifty 50, Nifty Bank and all NSE

sectoral indices

This index is managed by NSE Indices Limited . The index is calculated on a daily basis by NSE Indices Limited .

INDEX METHODOLOGY:

Index represents 10 year Government of India Bond identified as “Benchmark” security by FIMMDA.

The Index will only consider the clean price of the 10 year on the run for index calculations

The index is computed using the price returns methodology.

The FIMMDA prices are used for valuation of the bonds in the index.

The index values will be published at end of the day

Index is reviewed on monthly basis.

Historical Performance

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FOR NIFTY BANK LINKED DEBENTURES:

Disclaimer by NSE Indices Limited

i. The Nifty Bank Index linked Debentures (“Debentures”) are not sponsored, endorsed, sold or promoted by NSE Indices Limited [erstwhile India Index Services & Products Limited ("IISL")]. NSE Indices Limited does not make any representation or warranty, express or implied, to the owners of the Debentures or any member of the public regarding

the advisability of investing in securities generally or in the Debentures particularly or the ability of the Nifty Bank Index to track general stock market performance in India. The relationship of NSE INDICES LIMITED to ECap Equities Limited (“ECAP”) is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by NSE INDICES LIMITED without regard to ECAP or the Debentures. NSE INDICES LIMITED

does not have any obligation to take the needs of ECAP or the owners of the Debentures into consideration in determining, composing or calculating the Nifty Bank Index. NSE INDICES LIMITED is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Debentures to be issued or in the

determination or calculation of the equation by which the Debentures are to be converted into cash. NSE INDICES LIMITED has no obligation or l iability in connection with the administration, marketing or trading of the Debentures.

ii. NSE INDICES LIMITED does not guarantee the accuracy and/or the completeness of the Nifty Bank Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. NSE INDICES LIMITED

does not make any warranty, express or implied, as to results to be obtained by ECAP, owners of the Debentures, or any other person or entity from the use of the Nifty Bank Index or any data included therein. NSE INDICES LIMITED makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without l imiting any of the foregoing, NSE INDICES

LIMITED expressly disclaim any and all l iabil ity for any damages or losses arising out of or related to the Debentures, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibil ity of such damages.

iii. An investor, by subscribing or purchasing an interest in the Debentures, will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it.

FOR NIFTY 50 LINKED DEBENTURES:

Disclaimer by NSE INDICES LIMITED

The Product(s) are not sponsored, endorsed, sold or promoted by NSE Indices Limited (erstwhile India Index Services & Products Limited ("IISL"). NSE INDICES LIMITED does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities genera lly or in the Product(s) particularly or the ability of the Nifty 50 to track general stock market performance in India. The relationship of

NSE INDICES LIMITED to the Issuer is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by NSE INDICES LIMITED without regard to the Issuer or the Product(s). NSE INDICES LIMITED does not have any obligation to take the needs of the Issuer or the owners of the Product(s) into consideration in

ECap


determining, composing or calculating the Nifty 50. NSE INDICES LIMITED is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculatio n of

the equation by which the Product(s) is to be converted into cash. NSE INDICES LIMITED has no obligation or l iability in connection with the administration, marketing or trading of the Product(s).

NSE INDICES LIMITED do not guarantee the accuracy and/or the completeness of the Nifty 50 or any data included therein

and they shall have no liability for any errors, omissions, or interruptions therein. NSE INDICES LIMITED does not make any warranty, express or implied, as to results to be obtained by the Issuer, owners of the product(s), or any other person or entity from the use of the Nifty 50 or any data included therein. NSE INDICES LIMITED makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to

the index or any data included therein. Without l imiting any of the foregoing, NSE INDICES LIMITED expressly disclaim any and all l iabil ity for any damages or losses arising out of or related to the Products, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibil ity of such damages.

An investor, by subscribing or purchasing an interest in the Product(s), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it.

FOR NIFTY 10 YR BENCHMARK G-SEC (CLEAN PRICE) INDEX:

Disclaimer by NSE INDICES LIMITED

The Product(s) are not sponsored, endorsed, sold or promoted by NSE Indices Limited (erstwhile India Index Services & Products Limited ("IISL"). NSE INDICES LIMITED does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in th e

Product(s) particularly or the ability of the Nifty 10 yr Benchmark G-Sec Clean Price Index to track general Government Securities market performance in India. The relationship of NSE INDICES LIMITED to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by NSE INDICES

LIMITED without regard to the Licensee or the Product(s). NSE INDICES LIMITED does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the Nifty 10 yr Benchmark G-Sec Clean Price Index. NSE INDICES LIMITED is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculatio n of

the equation by which the Product(s) is to be converted into cash. NSE INDICES LIMITED has no obligation or l iability in connection with the administration, marketing or trading of the Product(s).

NSE INDICES LIMITED does not guarantee the accuracy and/or the completeness of the Nifty 10 yr Benchmark G-Sec Clean Price Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein.

NSE INDICES LIMITED does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the use of the Nifty 10 yr Benchmark G-Sec Clean Price Index or any data included therein. NSE INDICES LIMITED makes no express or implied warranties, and expressly disclaim all warranties of

merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without l imiting any of the foregoing, NSE INDICES LIMITED expressly disclaim any and all l iabil ity for any damages or losses arising out of or related to the Products, including any and all direct, special, punitive, indirect, or consequential damages (inclu ding lost profits), even if notified of the possibil ity of such damages.

Disclaimer on Valuation

i. Disclaimer by the Issuer

The Valuation reflects the independent views of the Valuation Agent. It is expressly stated that the valuation is not the view of the Issuer or its affi l iates. The Issuer has not reviewed the Valuation and is not responsible for the accuracy of the Valuations. The Valuations provided by the Valuation Agent, and made available on the website of the Issuer and the Valuation Agent do not represent the actual price that may be received upon sale or redemption of the Debentures. They

merely represent the Valuation Agent's computation of the valuation which may in turn be based on several assumptions. The Valuations provided by the Valuation Agent may include the use of models by the Valuation Agent (that may be different from the proprietary models used by the Issuer and / or the calculation agent) and consequently, valuations provided by other parties (including the Issuer and / or the calculation agent) may be significantly different.

ECap


No review of the Reference Stocks or the Stocks Issuers, including without l imitation, any public fi l ings made by the Stock Issuers have been made for the purposes of forming a view as to the merits of an investment l inked to the Reference

Index. Nor is any guarantee or express or implied warranty in respect of the sel ection of the Reference Index made nor is any assurance or guarantee as to the performance of the Reference Index given. Investors should not conclude that the sale by the Issuer is any form of investment recommendation by it or any of its affi l iates, or a gents acting on any of their

behalf.

The Issuer accepts no responsibility for the accurate extraction, reproduction and summary of any information relating to Reference Index. No further or other responsibil ity in respect of such information is accepted b y the Issuer.

Investors should ensure that they understand the nature of the Debentures and the fact that the performance of the

Reference Index will affect the nature and value of the investment return on the Debentures. Also a relatively small movement in the value of the Reference Stock can result in a disproportionately large movement in the price of the Debentures. Investors should conduct their own investigations and, in deciding whether or not to purchase Debentures,

purchasers of the Debentures should form their own views of the merits of an investment related to the Reference Index based on such investigations and not in reliance on any information given in this Information Memorandum.

ii. Disclaimer by the Valuation Agent

Post appointment of the Valuation Agent by the Issuer, the disclaimer clause of Valuation Agent shall be communicated

to the Debenture holder and the said disclaimer clause shall form part of this Disclosure Document.

Product Code: D2G002 Page A01 - 1

21. ) SUMMARY TERM SHEET FOR D2G002A01

Issuer ECAP EQUITIES LIMITED

Security Name ECAP – Secured Market Linked Non Convertible Debentures

Product Code D2G002A01

ISIN This is a further issuance under ISIN- INE572O07FF6

Date of passing of Board Resolution November 11,2019

Date of passing of resolution in general meeting

January 16,2020

Type of Instrument Principal Protected - Market Linked Redeemable Non- convertible Debenture

Nature of Instrument Secured

Seniority Senior

Principal Protection Principal is protected at maturity

Underlying/ Reference Index NIFTY 50 INDEX

Mode of Issue Private Placement

Option to retain oversubscription (Amount) Not Applicable

Eligible Investors The following categories of investors, when specifically approached, are eligible to apply for this private placement of Debentures

Individuals

Hindu Undivided Family

Trust

Limited Liability Partnerships

Partnership Firm(s)

Portfolio Managers registered with SEBI

Association of Persons

Companies and Bodies Corporate including Public Sector Undertakings.

Commercial Banks

Regional Rural Banks

Financial Institutions

Insurance Companies

Mutual Funds

FPIs /FIIs,/sub-accounts of FIIs

Any other investor eligible to invest in these Debentures

Issue Size RS 30,000,000/-

Minimum application Size

10 Debentures bearing face value of Rs. 100,000/- each and in multiples of 1 Debenture(s) thereafter.

Investor Category I Subscription amount being less than Rs. 1,00,00,000/- (Rupees One Crore) after considering discount or premium, if any.

Investor Category II Subscription amount being equal to or greater than Rs. 1,00,00,000/- (Rupees One Crore) after considering discount or premium, if any.

Face Value/Principal Rs. 100,000/- Per Debenture

Effective Price / Issue Price Rs. 100,795/- Per Debenture

Justification of Issue Price This is a further issuance under the ISIN- INE572O07FF6. The issue price is calculated basis fair value of ISIN on trade day.

The effective yield as a result of such Premium

Please refer Pt 23 Under Annualized Return


Premium at which Debenture is issued 795/- per debenture

Tenor In Days 819 Days from the Deemed Date of Allotment

Issue Opening Date 30-Apr-2020

Issue Closing Date 30-Apr-2020

Initial Fixing Date 24-Apr-2020,28-May-2020,25-Jun-2020,30-Jul-2020

Initial Fixing Level Average of Official Closing Levels of NIFTY 50 INDEX as on Initial Fixing Dates

Final Fixing Date 27-Jan-2022,24-Feb-2022,31-Mar-2022,28-Apr-2022

Final Fixing Level Average of Official Closing Levels of NIFTY 50 INDEX as on Final Fixing Dates

Redemption Date * 28-Jul-2022

Redemption Value * Face Value*(1+Coupon)

Pay-in-Date 30-Apr-2020

Deemed Date of Allotment 30-Apr-2020

Underlying Performance (Final Fixing Level / Initial Fixing Level) – 1

Participation Rate: PR NA

Coupon * MAX(0%,MIN(29%,29%+5.8*(underlying performance-5%)))

Step up/Step down coupon rate Not Applicable.

Coupon payment frequency Coupon, if any will be paid on Redemption Date

Coupon payment dates * Coupon, if any will be paid on Redemption Date

Coupon type Coupon linked to Underlying / Reference Index.

Coupon Reset Process (including rates,

spread, effective date, interest rate cap and floor etc).

Not Applicable

Day Count Basis Not Applicable

Default interest rate In case of default in payment of Coupon and/or principal redemption on

the Redemption date, additional interest @ 2% p.a. over the Coupon will be payable by the Company for the defaulting period.

Proposed time schedule for which the Disclosure Document is valid

Till redemption

Redemption Premium / Discount Not Applicable

Put Option None

Put Option Date Not Applicable

Put Option Price Not Applicable

Put Notification Time Not Applicable

Call Option None, except in the case of Early Redemption Option

Call Option Date Not Applicable

Call Option Price Not Applicable

Call Notification Time Not applicable

Listing For FPIs /FIIs,/sub-accounts of FIIs

The Company proposes to l ist these Debentures on the BSE WDM segment.

The Issuer confirms that the Debentures would be listed within 15 days from the Deemed Date of Allotment.

For applicants other than FPI/FIIs/sub-accounts of FIIs

The Company proposes to l ist these Debentures on the BSE WDM

segment. The Issuer confirms that the Debentures would be listed within 20 days from the Deemed Date of Allotment


Issuance mode of Debenture DEMAT form

Trading mode of the Debenture DEMAT form only

Depository NSDL and CDSL

Security The Debentures shall be secured by way of a pari passu mortgage and charge over the Mortgaged Premises as defined in the Debenture Trust Deed and; a charge on the movable assets viz receivables, loans, securities,

investments to the extent of equal to the principal and interest amounts of the Debentures outstanding at any point of time and irrevocable guarantee issued by Edelweiss Financial Services Limited, the Holding Company, guarantee in favour of the Debenture Trustee for the benefit of the

Debenture holders as a security for the Debt in relation to the Debentures. Any assets over and above the required security cover i.e equal to 1x of the principal and interest amounts of the Debentures outstanding:

may be charged (on a specific charge or pari passu basis) with

other creditors/ trustees; or

may be sold/ transferred; or assigned

may be securitized; or

may be part of any other legal transaction pertaining to the same;

by the Issuer at its own discretion without requiring any further consent from the existing Debenture Holders and trustee.

Rating CARE PP-MLD AA-; Stable [(pronounced as “CARE PP-MLD Double A Minus

Outlook: Stable] by CARE Ratings Limited (“CARE”) for Rs. 800 Crore Principal Protected Market Linked Debenture issue. Instruments with this

rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. ‘Stable’ outlook would indicate expected stability (or retention) of the

credit ratings in the medium term on account of stable credit risk profile of the entity in the medium term. The modifiers “+”(plus) or “-”(minus) reflect the comparative standings within the category. CARE reserves the right to revise/reaffirm/withdraw the rating assigned as a result of periodic

review/surveillance, based on any event or information which in the opinion of CARE warrants such an action. CARE’s ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facil ities or to buy, sell or hold any security.

CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and

is not responsible for any errors or omissions or for the results obtained from the use of such information.

Purpose and objects of the Issue General corporate purposes, business operations and investments

Contribution by Promoters or Director either

as part of this offer or separately in furtherance of the objects of the Issue

Nil

Details of the Utilisation of the proceeds The Issuer proposes to augment its resources to meet its requirements of funds to carry on its business operations. The proceeds of the issue of Debentures would be util ized for general corporate purposes.

Settlement Cheque / pay order will be dispatched by courier or registered post at the

address provided in the Application Form / a t the address as subsequently

notified to the Issuer in writing by Debenture-holder(s) or at the address on the Depository’s record. Where applicable, settlement will be effected by account to account transfer vide Reserve Bank of India’s Real Time Gross Settlement System.


Business Day Convention If any of the date(s), including the Record Date, as defined in the Disclosure

Document fall on a Sunday or a public holiday, the next working day shall be considered as the effective date.

However, if any Initial Fixing Date, Final Fixing Date or Observation Date as defined in the Disclosure Document falls on an expiry day, which is

thereafter declared as a public holiday/trading holiday, then the day notified by the Exchanges/Regulators as the new expiry day shall be considered as the effective date for the above mentioned dates.

However incase Redemption Date (for payment of Principal and Coupon, if any) falls on Sunday or a public holiday, the previous working day shall be considered as the effective date

Interest on Application Money This issue does not contemplate any interest on application money till allotment of Debentures.

Record Date The date, as may be fixed by the Company, which will be 15 days prior to

the redemption date on which the determination of the persons entitled to receive coupon/redemption amount in respect of the Debentures (i.e., persons whose names are registered in the register of Debenture Holders or NSDL/CDSL record) shall be made.

Transaction Documents Memorandum and Articles of Association of the Company.

Consent Letter from SBICAP Trustee Company Limited dated February

12, 2019 for acting as Debenture Trustee for and on behalf of the holder(s) of the Debentures.

Certified copy of the Board Resolution passed on November 11,2019

Certified copy of the Shareholders Resolution passed on January

16,2020

Certified copy of the Resolution passed by Debenture Committee on

30-Apr-2020 Letter from CARE Limited conveying the credit rating for the

Debentures of the Company and the rating rationale pertaining thereto.

Consent Letter from KFin Technologies Private Limited for acting as

Registrars to the Issue. MoU entered into between the Company and

the Registrar. Tripartite Agreement between the Company, National Securities

Depository Limited (“NSDL”) and the Registrar for the Issue of Debentures in dematerialised form.

Tripartite Agreement between the Company, Central Depository

Services (India) Limited (“CDSL”) and the Registrar for the Issue of

Debentures in dematerialised form. Valuation Agreement entered with CRISIL and Credit Analysis and

Research Limited and amendments thereafter to the respective agreements, as may be applicable..

License agreement with IISL and amendment thereafter.

Conditions Precedent to Disbursement Nil

Conditions Subsequent to Disbursement Nil

Events of Default Please refer “Events of Default” under section Definitions and Abbreviations.

Provisions related to Cross Default Clause Not Applicable

Early Redemption Option The Company has an option to redeem the Debentures (“Early Redemption

Option”), to be exercised by the Company any time after the Deemed Date of Allotment on occurrence of any one or more than one of the following events-


“Issuer Tax Change Event” and/or “Change in Law” and/or “Force Majeure Event” and/or “Hedging Disruption Event” and/or “Market Suspension Event” and/or “Increased Cost of Hedging” and/or “Reference Index Modification Event“ and/or “Regulatory events for Investor”.

Further, notwithstanding anything contained in this Disclosure Document, the Company shall not be liable for any failure to perform any of its obligations under this Disclosure Document, if the performance is prevented, hindered or delayed by any one or more of the events

mentioned above, its obligations shall be terminated with immediate effect. The decision of the Company about the occurrence of the events mentioned above shall be final and binding in respect of all Debenture holders.

Intimation to Investor:

If the Company opts to redeem the debentures on occurrence of the events

mentioned above, it shall intimate the investor within reasonable time period from the occurrence of any of the events mentioned above that it has exercised the Early Redemption Option.

Early Redemption Option Exercise Date:

The third Business Day from the date of Early Redemption Option intimation to the debenture holder

Redemption Proceeds: In case the Early Redemption Option is exercised by

the Company, the Debenture holder shall be paid the fair value of the Debenture calculated as on such Early Redemption Option Exercise Date.

The fair value will be calculated by the [Calculation Agent] based on

a. For the Principal Repayment: The present value of the Debenture will be calculated by the calculation agent based on the G-Sec yield one day prior to Early Redemption Option Exercise Date plus AA- spread over G-Sec yield,

on the basis of a poll undertaken from three reference market-makers selected by the calculation agent at its sole discretion in good faith.

b. For Coupon Payment: The value of the pay-out will be calculated using the standard ‘Black and Scholes’ option valuation model with input parameters as determined by the [Calculation Agent].

The decision of the [Calculation Agent] in deciding the Coupon payment

based on the ‘Black and Scholes’ option valuation model, shall be final and binding in respect of all the Debenture holders .

Roles and Responsibilities of Debenture Trustee

Regulation 15 of SEBI (Debenture Trustees) Regulation 1993, prescribes duties of the Debenture Trustees including following :

1. Call for periodical reports from the issuer.

2. To take possession of Trust property in accordance with the provisions of the Trust Deed.

3. To enforce security in the interest of the debenture holders.

4. To ensure on a continuous basis that the property charged to

debentures is available and adequate at all times to discharge the interest and principal amount payable to debenture holders.

5. To exercise due dil igence to ensure compliance by the issuer with the provisions of the Companies Act, the listing agreement of the stock exchange or the trust deed.

6. To take appropriate measures for protecting the interest of debenture holders as soon as there is a breach of Trust Deed.

7. To ascertain that the debentures have been redeemed or converted in accordance to the provisions of the offer document.


8. To inform SEBI immediately of any breach of trust deed or provision and law.

9. To appoint a Nominee Director on the Board of Issuer in the event of

• Two consecutive defaults in payment of interest to the debenture holders or

• Default in creation of security for debentures

• Default in redemption of debentures

As a Debenture Trustee it may have to take steps as he may deem fit –

1. To ensure that the assets of the Company issuing debentures are sufficient to discharge the principal amount at all times.

2. To satisfy himself that the prospectus does not contain any matter which is inconsistent with the terms of the Debentures.

3. To ensure that the Company does not commit any breach of covenants of the Trust Deed or Terms of issue of Debentures.

4. To take such reasonable steps to remedy any breach of the covenants of the Trust Deed.

5. To take steps to call a meeting of holders of Debentures as and when such meeting is required to be held.

Distribution Fees The Issuer will pay the distributor a distribution fee which shall not exceed 4.13 % of the Principal Amount

Valuation Agency Fees Fees paid to Valuation Agent by the Issuer shall be in the range of 5 bps p.a. to 15 bps p.a on the face value of the outstanding Debentures

Governing Law and Jurisdiction The Debentures are governed by and will be construed in accordance with

the Indian law. The Company, the Debentures and Company’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI. The Debenture holders, by purchasing the Debentures,

agree that the Mumbai High Court shall have exclusive jurisdiction with respect to matters relating to the Debentures.

Other Terms Default in Payment:

In case of default in payment of Coupon and/or principal redemption on

the Redemption Date, additional interest @ 2% p.a. over the Coupon will be payable by the Company for the defaulting period.

Delay in Registration of Debenture Trust Deed:

Where an issuer fails to execute the trust deed within the period specified in the sub-regulation (1) of Regulation 15, without prejudice to any liability arising on account of violation of the provisions of the Act and these

Regulations, the issuer shall also pay interest of at least two percent per annum to the debenture holder, over and above the agreed coupon rate, ti l l the execution of the trust deed.

Delay in Listing:

For applicant other than FPI/FII/sub-accounts of FIIs

In case of delay in l isting of the Debentures beyond 20 days from the Deemed Date of Allotment, the Company will pay penal interest @1 % p.a.

over the Coupon from the expiry of 30 days from the Deemed Date of Allotment ti l l the listing of such Debentures to the investor.

For investments by FPIs / FII/sub-accounts of FIIs

In case of delay in l isting of the Debentures beyond 15 days from the Deemed Date of Allotment, the Company will pay penal interest @1 % p.a.


over the Coupon from the expiry of 30 days from the Deemed Date of Allotment ti l l the listing of such Debentures to the investor.

With reference to the Notification bearing no. RBI/2011-12/423 A.P. (DIR Series) Circular No. 89 dated March 1, 2012 issued by Reserve Bank of India,

Foreign Exchange Department, Central Office, Mumbai – 400 001 in respect of FII investment in ‘to be listed’ debt securities, Issuer confirms that the Debentures would be listed within 15 days from the Deemed Date of Allotment. In case the Debentures issued to the FIIs / sub-accounts of FIIs

are not l isted within 15 days of Deemed Date of Allotment to the FIIs / sub-accounts of FIIs, for any reason, the FIIs/ sub-accounts of FIIs shall immediately dispose of the NCDs either by way of sale to domestic

participants/investors until the Debentures are l isted or if the FIIs / sub-accounts of FIIs approaches the Issuer, the Issuer shall immediately redeem / buyback the Debentures from the FIIs/sub-accounts of FIIs

The interest rates mentioned in above are independent of each other.

22. Illustration of Cash Flows:

Company ECAP EQUITIES LIMITED

Face Value Rs. 100,000/- Per Debenture

Deemed Date of Allotment 30-Apr-2020

Redemption Date 28-Jul-2022

Coupon MAX(0%,MIN(29%,29%+5.8*(underlying performance-5%)))

Coupon Payment Dates/Frequency

Coupon if any, will be paid on Redemption Date

Day Count Convention Not Applicable

Cash Flows Date No. of days in Coupon Period

Amount (in Rupees)

Coupon on Redemption, if any 28-Jul-2022 819 * Coupon linked to Underlying /

Reference Index.

Face Value 28-Jul-2022 819 Rs. 100,000/- Per Debenture

Total 28-Jul-2022 819 Rs. 100,000 *(1+Coupon) /- Per Debenture

* Coupon on the Debentures, if any shall be payable on the Redemption Date

*Principal Amount = (Face Value per debenture) * (No. of Debentures subscribed)

Company reserves the right to change the issue closing date and in such an event, the Deemed date of allotment may also

be revised by the Company at its sole and absolute discretion. In the event of any change in the above issue dates, the investors shall be intimated of the revised schedule by the Company.


23.A) SCENARIO ANALYSIS FOR D2G002A01

The following table shows the value of the Debenture at maturity under different market conditions:

Scenario I

Final Fixing Level is less than Initial Fixing Level

Initial Level Final Level Underlying Performance Coupon Annualized Return*

9500.00 0.00 -100.00% 0.0% -0.35% 9500.00 950.00 -90.00% 0.0% -0.35% 9500.00 1900.00 -80.00% 0.0% -0.35% 9500.00 2850.00 -70.00% 0.0% -0.35%

9500.00 3800.00 -60.00% 0.0% -0.35% 9500.00 4750.00 -50.00% 0.0% -0.35% 9500.00 5700.00 -40.00% 0.0% -0.35%

9500.00 6650.00 -30.00% 0.0% -0.35% 9500.00 7600.00 -20.00% 0.0% -0.35% 9500.00 8550.00 -10.00% 0.0% -0.35%

Scenario II

Final Fixing Level is equal to Initial Fixing Level


9500.00 9500.00 0.00% 0.0% -0.35%

Scenario III

Final Fixing Level is greater than Initial Fixing Level


9500.00 9595.00 1.00% 5.8% 2.18%

9500.00 9690.00 2.00% 11.6% 4.64% 9500.00 9785.00 3.00% 17.4% 7.03% 9500.00 9880.00 4.00% 23.2% 9.36% 9500.00 9975.00 5.00% 29.0% 11.62%

9500.00 10450.00 10.00% 29.0% 11.62% 9500.00 11400.00 20.00% 29.0% 11.62% 9500.00 12350.00 30.00% 29.0% 11.62% 9500.00 13300.00 40.00% 29.0% 11.62%

9500.00 14250.00 50.00% 29.0% 11.62% 9500.00 15200.00 60.00% 29.0% 11.62% 9500.00 16150.00 70.00% 29.0% 11.62%

9500.00 17100.00 80.00% 29.0% 11.62% 9500.00 18050.00 90.00% 29.0% 11.62% 9500.00 19000.00 100.00% 29.0% 11.62%

*Effective annualized returns are calculated basis effective issue price


This scenario analysis is provided for illustrative purposes only and does not represent actual termination or unwind prices, nor does it present all possible outcomes or describe all factors that may affect the value of your investment.

24) DECLARATION

It is hereby declared that this Disclosure Document contains full disclosure in accordance with Form no. PAS-4 pursuant to

Section 42 of the Companies Act, 2013 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014,

Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD -

NRO/GN/2008/13/127878 dated June 06, 2008 and as amended from time to time (including Securities Exchange Board Of

India (Issue And Listing Of Debt Securities) (Amendment) Regulations, 2012 through notification dated October 12, 2012) ,

and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 through notification dated March 24, 2015,

SEBI Circular CIR/IMD/DF/17/2011 dated September 28, 2011. The Issuer also confirms that this Disclosure Document does

not omit disclosure of any material fact which may make the statements made therein, in the light of the circumstances

under which they are made, misleading. The Disclosure Document also does not contain any false or misleading statement.

The Issuer accepts no responsibility for the statements made otherwise than in this Disclosure Document or in any other

material issued by or at the instance of the Issuer and any one placing reliance on any other source of information would be

doing so at his own risk.

Further, the Directors declare that:

a) the company has complied with the provisions of the Act and the rules made thereunder;

b) the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of

debentures, if applicable, is guaranteed by the Central Government;

c) the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter;

I am authorized by the Debenture Committee constituted by the Board of Directors of the Company vide resolution number 8

dated February 08, 2017 to sign this Disclosure Document and declare that all the requirements of Companies Act, 2013 and

the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied

with. Whatever is stated in this Di sclosure Document and in the attachments thereto is true, correct and complete and no

information material to the subject matter of this form has been suppressed or concealed and is as per the original records

maintained by the promoters subscribing to the Memorandum of Association and Articles of Association

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to

this form.

For ECAP EQUITIES LIMITED

Place: Mumbai

Date: 30 Apr 2020

❖ This is a digitally signed document and it is recommended to validate the signature before taking print out of the

document.

Product Code: D2G002 Page 56

ECap Equities Limited For Private Circulation Only

PART B

(To be filled by the Applicant)

(i) Name

(ii) Father’s Name

(iii) Complete Address including Flat/House Number, Street, Locality, Pin Code

(iv) Phone Number, if any

(v) Email ID, if any

(vi) PAN Number

(vii) Bank Account Details

_________________________ Signature _________________________ Initial of officer of the Company designated to keep record

THE NUMBER OF PERSONS TO WHOM ALLOTMENT ON PRIVATE PLACEMENT / RIGHTS ISSUE HAS ALREADY

BEEN MADE DURING THE YEAR, IN TERMS OF NUMBER OF SECURITIES AS WELL AS PRICE AS ON

DECMBER 31, 2019

Type of Securities Number of Persons

Number of Securities

Price per Security (In Rs.)

Basis of Allotment

Non-Convertible Debentures

Seventy - One 32664 1,00,000 PRIVATE PLACEMENT


One 474 10,00,000 PRIVATE PLACEMENT


One 225 1,00,00,000 PRIVATE PLACEMENT

DETAILS OF NON CONVERTIBLE DEBENTURES AS ON DECEMBER 31, 2019

ISIN Tenor / Period of maturity

Coupon Amounts outstanding ( in millions)

Dates of Allotment

Redemption Date/Schedule

Rating Secured/Unsecured

INE572O07018 1124 Market Linked 99500000 06-Mar-17 03-Apr-20 SECURED

INE572O07034 1217 Market Linked 12500000 09-Mar-17 08-Jul-20 PP-MLD [ICRA] AA SECURED


INE572O07067 1279 Market Linked 1500000 22-Mar-17 21-Sep-20 PP-MLD [ICRA] AA SECURED

INE572O07075 1126 Market Linked 86200000 24-Mar-17 23-Apr-20 SECURED


INE572O07109 1461 Market Linked 10000000 30-Mar-17 30-Mar-21 PP-MLD [ICRA] AA SECURED



INE572O07166 1124 Market Linked 17500000 10-Apr-17 08-May-20 SECURED

INE572O07174 1217 Market Linked 1500000 19-Apr-17 18-Aug-20 PP-MLD [ICRA] AA SECURED

INE572O07182 1278 Market Linked 4000000 21-Apr-17 20-Oct-20 PP-MLD [ICRA] AA SECURED

INE572O07224 1217 Market Linked 35000000 27-Apr-17 26-Aug-20 PP-MLD [ICRA] AA SECURED

INE572O07273 1217 Market Linked 18500000 04-May-17 02-Sep-20 PP-MLD [ICRA] AA SECURED

INE572O07281 1825 Market Linked 15000000 05-May-17 04-May-22 PP-MLD [ICRA] AA SECURED

INE572O07299 1217 Market Linked 12500000 05-May-17 03-Sep-20 PP-MLD [ICRA] AA SECURED

INE572O07349 1278 Market Linked 20000000 19-May-17 17-Nov-20 PP-MLD [ICRA] AA SECURED

INE572O07AG5 1278 Market Linked 3000000 01-Jun-17 30-Nov-20 PP-MLD [ICRA] AA SECURED

INE572O07AI1 1217 Market Linked 10000000 07-Jun-17 06-Oct-20 PP-MLD [ICRA] AA SECURED

INE572O07AM3 1279 Market Linked 30000000 28-Jun-17 28-Dec-20 PP-MLD [ICRA] AA SECURED

INE572O07AW2 1218 Market Linked 50000000 23-Aug-17 23-Dec-20 PP-MLD [ICRA] AA SECURED

INE572O07AX0 1278 Market Linked 20000000 24-Aug-17 22-Feb-21 SECURED

INE572O07349 1169 Market Linked 30000000 05-Sep-17 17-Nov-20 PP-MLD [ICRA] AA SECURED



INE572O07AZ5 2198 Market Linked 276800000 19-Sep-17 28-Sep-23 PP-MLD [ICRA] AA SECURED

INE572O07AZ5 2198 Market Linked 31500000 21-Sep-17 28-Sep-23 PP-MLD [ICRA] AA SECURED


INE572O07349 1278 Market Linked 90000000 03-Oct-17 17-Nov-20 PP-MLD [ICRA] AA SECURED



INE572O07BB4 883 Market Linked 40000000 23-Oct-17 24-Mar-20 PP-MLD [ICRA] AA SECURED



INE572O07BB4 883 Market Linked 310000000 03-Nov-17 24-Mar-20 PP-MLD [ICRA] AA SECURED

INE572O07BD0 1278 Market Linked 25000000 06-Nov-17 07-May-21 SECURED

INE572O07BE8 1459 Market Linked 50000000 07-Nov-17 05-Nov-21 BWR PP-MLD AA+ SECURED

INE572O07BF5 1461 Market Linked 50000000 08-Nov-17 08-Nov-21 BWR PP-MLD AA+ SECURED

INE572O07349 1278 Market Linked 55000000 09-Nov-17 17-Nov-20 PP-MLD [ICRA] AA SECURED


INE572O07BG3 1279 Market Linked 30000000 15-Nov-17 17-May-21 PP-MLD [ICRA] AA SECURED




INE572O07BH1 1278 Market Linked 35000000 24-Nov-17 25-May-21 SECURED

INE572O07BI9 1280 Market Linked 150000000 28-Nov-17 31-May-21 PP-MLD [ICRA] AA SECURED

INE572O07349 1278 Market Linked 28700000 04-Dec-17 17-Nov-20 PP-MLD [ICRA] AA SECURED

INE572O07BK5 1461 Market Linked 50000000 06-Dec-17 06-Dec-21 BWR PP-MLD AA+ SECURED


INE572O07BB4 883 Market Linked 300000000 08-Dec-17 24-Mar-20 PP-MLD [ICRA] AA SECURED



INE572O07BI9 1280 Market Linked 80300000 29-Dec-17 31-May-21 PP-MLD [ICRA] AA SECURED

INE572O07BM1 1462 Market Linked 50000000 02-Jan-18 03-Jan-22 BWR PP-MLD AA+ SECURED

INE572O07BB4 883 Market Linked 30000000 10-Jan-18 24-Mar-20 PP-MLD [ICRA] AA SECURED

INE572O07BI9 1280 Market Linked 48500000 22-Jan-18 31-May-21 PP-MLD [ICRA] AA SECURED


INE572O07BU4 1461 Market Linked 40000000 01-Feb-18 01-Feb-22 BWR PP-MLD AA+ SECURED

INE572O07BB4 883 Market Linked 37000000 15-Feb-18 24-Mar-20 PP-MLD [ICRA] AA SECURED

INE572O07BI9 1280 Market Linked 30000000 23-Feb-18 31-May-21 PP-MLD [ICRA] AA SECURED

INE572O07CJ5 1461 Market Linked 100000000 01-Mar-18 01-Mar-22 BWR PP-MLD AA+ SECURED

INE572O07CK3 1462 Market Linked 80000000 06-Mar-18 07-Mar-22 BWR PP-MLD AA+ SECURED

INE572O07349 1278 Market Linked 150000000 07-Mar-18 17-Nov-20 PP-MLD [ICRA] AA SECURED

INE572O07BB4 1040 Market Linked 34800000 08-Mar-18 24-Mar-20 PP-MLD [ICRA] AA SECURED

INE572O07CL1 1462 Market Linked 20000000 13-Mar-18 14-Mar-22 BWR PP-MLD AA+ SECURED


INE572O07CM9 1280 Market Linked 290000000 21-Mar-18 21-Sep-21 PP-MLD [ICRA] AA SECURED




INE572O07BI9 1280 Market Linked 29900000 26-Mar-18 31-May-21 PP-MLD [ICRA] AA SECURED

INE572O07BI9 1280 Market Linked 73000000 06-Apr-18 31-May-21 PP-MLD [ICRA] AA SECURED

INE572O07CM9 1280 Market Linked 30000000 10-Apr-18 21-Sep-21 PP-MLD [ICRA] AA SECURED

INE572O07BB4 883 Market Linked 19400000 11-Apr-18 24-Mar-20 PP-MLD [ICRA] AA SECURED






INE572O07BB4 883 Market Linked 30000000 02-May-18 24-Mar-20 PP-MLD [ICRA] AA SECURED


INE572O07BI9 1280 Market Linked 48000000 15-May-18 31-May-21 PP-MLD [ICRA] AA SECURED




INE572O07CU2 1280 Market Linked 65000000 25-May-18 25-Nov-21 SECURED



INE572O07BI9 1280 Market Linked 72500000 07-Jun-18 31-May-21 PP-MLD [ICRA] AA SECURED

INE572O07BB4 883 Market Linked 20000000 12-Jun-18 24-Mar-20 PP-MLD [ICRA] AA SECURED





INE572O07CM9 1280 Market Linked 117300000 28-Jun-18 21-Sep-21 PP-MLD [ICRA] AA SECURED



INE572O07CV0 1281 Market Linked 32500000 03-Jul-18 04-Jan-22 SECURED

INE572O07BB4 883 Market Linked 28500000 04-Jul-18 24-Mar-20 PP-MLD [ICRA] AA SECURED

INE572O07BI9 1280 Market Linked 32500000 05-Jul-18 31-May-21 PP-MLD [ICRA] AA SECURED



INE572O07CM9 1280 Market Linked 57500000 18-Jul-18 21-Sep-21 PP-MLD [ICRA] AA SECURED






INE572O07DB0 1281 Market Linked 250000000 01-Aug-18 02-Feb-22 PP-MLD [ICRA] AA SECURED

INE572O07BB4 883 Market Linked 94300000 01-Aug-18 24-Mar-20 PP-MLD [ICRA] AA SECURED

INE572O07BI9 1280 Market Linked 125700000 01-Aug-18 31-May-21 PP-MLD [ICRA] AA SECURED




INE572O07CM9 1280 Market Linked 77500000 09-Aug-18 21-Sep-21 PP-MLD [ICRA] AA SECURED








INE572O07DG9 1278 Market Linked 32400000 24-Aug-18 22-Feb-22 SECURED








INE572O07BB4 883 Market Linked 192900000 05-Sep-18 24-Mar-20 PP-MLD [ICRA] AA SECURED

INE572O07DB0 1281 Market Linked 74500000 07-Sep-18 02-Feb-22 PP-MLD [ICRA] AA SECURED

INE572O07CM9 1280 Market Linked 50300000 11-Sep-18 21-Sep-21 PP-MLD [ICRA] AA SECURED

INE572O07BI9 1280 Market Linked 40000000 12-Sep-18 31-May-21 PP-MLD [ICRA] AA SECURED




INE572O07DI5 1141 Market Linked 88000000 18-Sep-18 02-Nov-21 PP-MLD [ICRA] AA SECURED

INE572O07DJ3 3647 Market Linked 32500000 18-Sep-18 12-Sep-28 PP-MLD [ICRA] AA SECURED








INE572O07DI5 1141 Market Linked 21100000 03-Oct-18 02-Nov-21 PP-MLD [ICRA] AA SECURED

INE572O07DJ3 3647 Market Linked 7100000 03-Oct-18 12-Sep-28 PP-MLD [ICRA] AA SECURED

INE572O07DB0 1281 Market Linked 35000000 04-Oct-18 02-Feb-22 “PP-MLD [ICRA] AA SECURED

(Stable)”

INE572O07DI5 1141 Market Linked 19500000 04-Oct-18 02-Nov-21 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07DJ3 3647 Market Linked 5200000 04-Oct-18 12-Sep-28 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07BB4 883 Market Linked 30000000 05-Oct-18 24-Mar-20 PP-MLD [ICRA] AA SECURED

INE572O07DN5 1339 Market Linked 74100000 17-Oct-18 17-Jun-22 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07DB0 1281 Market Linked 14800000 19-Oct-18 02-Feb-22 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07DI5 1141 Market Linked 7400000 19-Oct-18 02-Nov-21 PP-MLD [ICRA] AA SECURED

INE572O07DJ3 3647 Market Linked 2500000 19-Oct-18 12-Sep-28 PP-MLD [ICRA] AA SECURED

INE572O07BI9 1280 Market Linked 26100000 19-Oct-18 31-May-21 PP-MLD [ICRA] AA SECURED

INE572O07CM9 1280 Market Linked 30800000 22-Oct-18 21-Sep-21 PP-MLD [ICRA] AA SECURED

INE572O07DB0 1281 Market Linked 30000000 29-Oct-18 02-Feb-22 PP-MLD [ICRA] AA SECURED

INE572O07DB0 1281 Market Linked 24600000 30-Oct-18 02-Feb-22 PP-MLD [ICRA] AA SECURED

INE572O07DB0 1281 Market Linked 23200000 31-Oct-18 02-Feb-22 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07DI5 1141 Market Linked 20300000 31-Oct-18 02-Nov-21 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07DJ3 3647 Market Linked 2500000 31-Oct-18 12-Sep-28 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07BB4 883 Market Linked 5000000 31-Oct-18 24-Mar-20 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07DB0 1281 Market Linked 19000000 02-Nov-18 02-Feb-22 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07DI5 1141 Market Linked 4800000 02-Nov-18 02-Nov-21 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07DB0 1281 Market Linked 32000000 05-Nov-18 02-Feb-22 PP-MLD [ICRA] AA SECURED



INE572O07DS4 399 Market Linked 250000000 28-Nov-18 01-Jan-20 BWR PP-MLD AA+ SECURED

INE572O07DT2 400 Market Linked 250000000 28-Nov-18 02-Jan-20 BWR PP-MLD AA+ SECURED


INE572O07DI5 1141 Market Linked 16500000 30-Nov-18 02-Nov-21 PP-MLD [ICRA] AA SECURED

INE572O07DJ3 3647 Market Linked 6900000 30-Nov-18 12-Sep-28 PP-MLD [ICRA] AA SECURED


INE572O07BI9 1280 Market Linked 25000000 05-Dec-18 31-May-21 PP-MLD [ICRA] AA SECURED

INE572O07DB0 1281 Market Linked 12300000 07-Dec-18 02-Feb-22 PP-MLD [ICRA] AA SECURED

INE572O07DI5 1141 Market Linked 14000000 07-Dec-18 02-Nov-21 PP-MLD [ICRA] AA SECURED



INE572O07DB0 1281 Market Linked 2500000 14-Dec-18 02-Feb-22 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07BB4 883 Market Linked 10000000 14-Dec-18 24-Mar-20 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07BI9 1280 Market Linked 100000000 14-Dec-18 31-May-21 “PP-MLD [ICRA] AA (Stable)”

SECURED



INE572O07DI5 1141 Market Linked 2300000 21-Dec-18 02-Nov-21 PP-MLD [ICRA] AA SECURED



INE572O07DB0 1281 Market Linked 13900000 28-Dec-18 02-Feb-22 “PP-MLD [ICRA] AA (Stable)”

SECURED



INE572O07BB4 883 Market Linked 27600000 02-Jan-19 24-Mar-20 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07DB0 1281 Market Linked 12000000 04-Jan-19 02-Feb-22 PP-MLD [ICRA] AA SECURED

INE572O07DI5 1141 Market Linked 2300000 04-Jan-19 02-Nov-21 PP-MLD [ICRA] AA SECURED





INE572O07349 1278 Market Linked 44600000 09-Jan-19 17-Nov-20 PP-MLD [ICRA] AA SECURED



INE572O07DU0 399 Market Linked 250000000 14-Jan-19 17-Feb-20 “BWR PP-MLD AA+”

SECURED

INE572O07DV8 400 Market Linked 250000000 14-Jan-19 18-Feb-20 “BWR PP-MLD AA+”

SECURED


INE572O07DW6 1278 Market Linked 41500000 17-Jan-19 18-Jul-22 SECURED


INE572O07DN5 1339 Market Linked 2500000 21-Jan-19 17-Jun-22 PP-MLD [ICRA] AA SECURED






INE572O07DI5 1141 Market Linked 2300000 25-Jan-19 02-Nov-21 PP-MLD [ICRA] AA SECURED





INE572O07DB0 1281 Market Linked 2400000 01-Feb-19 02-Feb-22 PP-MLD [ICRA] AA SECURED

INE572O07DI5 1141 Market Linked 7100000 01-Feb-19 02-Nov-21 PP-MLD [ICRA] AA SECURED


INE572O07DN5 1339 Market Linked 5000000 07-Feb-19 17-Jun-22 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07BB4 883 Market Linked 4600000 07-Feb-19 24-Mar-20 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07BI9 1280 Market Linked 3200000 07-Feb-19 31-May-21 “PP-MLD [ICRA] AA (Stable)”

SECURED


SECURED

INE572O07DB0 1281 Market Linked 27700000 08-Feb-19 02-Feb-22 “PP-MLD [ICRA] AA (Stable)”

SECURED


SECURED

INE572O07DX4 393 Market Linked 250000000 14-Feb-19 13-Mar-20 “BWR PP-MLD AA+”

SECURED

INE572O07DY2 396 Market Linked 250000000 14-Feb-19 16-Mar-20 “BWR PP-MLD AA+”

SECURED

INE572O07DZ9 397 Market Linked 250000000 14-Feb-19 17-Mar-20 “BWR PP-MLD AA+”

SECURED

INE572O07EA0 398 Market Linked 250000000 14-Feb-19 18-Mar-20 “BWR PP-MLD AA+”

SECURED

INE572O07EB8 399 Market Linked 250000000 14-Feb-19 19-Mar-20 “BWR PP-MLD AA+”

SECURED

INE572O07EC6 400 Market Linked 250000000 14-Feb-19 20-Mar-20 “BWR PP-MLD AA+”

SECURED





INE572O07ED4 1281 Market Linked 148700000 22-Feb-19 26-Aug-22 “PP-MLD [ICRA] AA (Stable)”

SECURED


SECURED

INE572O07DB0 1281 Market Linked 4800000 22-Feb-19 02-Feb-22 “PP-MLD [ICRA] AA (Stable)”

SECURED


SECURED

INE572O07BI9 1280 Market Linked 9400000 22-Feb-19 31-May-21 “PP-MLD [ICRA] AA (Stable)”

SECURED



INE572O07EE2 586 Market Linked 1672000000 01-Mar-19 07-Oct-20 SECURED

INE572O07ED4 1281 Market Linked 96300000 05-Mar-19 26-Aug-22 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07DN5 1339 Market Linked 2500000 05-Mar-19 17-Jun-22 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07DB0 1281 Market Linked 19200000 05-Mar-19 02-Feb-22 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07BI9 1280 Market Linked 3700000 05-Mar-19 31-May-21 “PP-MLD [ICRA] AA (Stable)”

SECURED


SECURED


SECURED


SECURED


SECURED

INE572O07DI5 1141 Market Linked 10000000 08-Mar-19 02-Nov-21 “PP-MLD [ICRA] AA (Stable)”

SECURED


SECURED


SECURED

INE572O07EF9 549 Market Linked 2500000 15-Mar-19 14-Sep-20 “PP-MLD [ICRA] AA (Stable)”

SECURED


SECURED


SECURED


SECURED


SECURED


SECURED


SECURED

INE572O07EG7 1281 Market Linked 14900000 22-Mar-19 23-Sep-22 “PP-MLD [ICRA] AA (Stable)”

SECURED


SECURED


SECURED


SECURED


SECURED


SECURED

INE572O07EH5 643 Market Linked 10000000 28-Mar-19 30-Dec-20 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07EI3 550 Market Linked 122000000 28-Mar-19 28-Sep-20 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07EJ1 733 Market Linked 55800000 28-Mar-19 30-Mar-21 “PP-MLD [ICRA] AA (Stable)”

SECURED


SECURED


SECURED


SECURED


SECURED

INE572O07EG7 1281 Market Linked 51500000 04-Apr-19 23-Sep-22 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07EF9 549 Market Linked 2900000 05-Apr-19 14-Sep-20 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07ED4 1281 Market Linked 74800000 05-Apr-19 26-Aug-22 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07EH5 643 Market Linked 80900000 05-Apr-19 30-Dec-20 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07EG7 1281 Market Linked 3900000 05-Apr-19 23-Sep-22 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07EK9 458 Market Linked 160000000 05-Apr-19 06-Jul-20 “PP-MLD [ICRA] AA (Stable)”

SECURED

INE572O07EG7 1281 Market Linked 30700000 15-Apr-19 23-Sep-22 “BWR PP-MLD AA+”

SECURED

INE572O07ED4 1281 Market Linked 20900000 18-Apr-19 26-Aug-22 “BWR PP-MLD AA+”

SECURED

INE572O07EG7 1281 Market Linked 12300000 18-Apr-19 23-Sep-22 “BWR PP-MLD AA+”

SECURED

INE572O07ED4 1281 Market Linked 32200000 23-Apr-19 26-Aug-22 CARE PP-MLD AA SECURED

INE572O07EI3 550 Market Linked 35000000 23-Apr-19 28-Sep-20 CARE PP-MLD AA SECURED

INE572O07BI9 1280 Market Linked 2500000 23-Apr-19 31-May-21 CARE PP-MLD AA SECURED

INE572O07EH5 643 Market Linked 71400000 25-Apr-19 30-Dec-20 CARE PP-MLD AA SECURED

INE572O07ED4 1281 Market Linked 73700000 07-May-19 26-Aug-22 CARE PP-MLD AA SECURED

INE572O07EH5 643 Market Linked 9700000 07-May-19 30-Dec-20 CARE PP-MLD AA SECURED

INE572O07EK9 458 Market Linked 4100000 07-May-19 06-Jul-20 CARE PP-MLD AA SECURED


INE572O07EH5 643 Market Linked 39500000 21-May-19 30-Dec-20 CARE PP-MLD AA SECURED

INE572O07BI9 1280 Market Linked 91300000 22-May-19 31-May-21 CARE PP-MLD AA SECURED

INE572O07EL7 1278 Market Linked 30000000 24-May-19 22-Nov-22 CARE PP-MLD AA SECURED



INE572O07EF9 549 Market Linked 7300000 29-May-19 14-Sep-20 CARE PP-MLD AA SECURED


INE572O07EG7 1281 Market Linked 17300000 29-May-19 23-Sep-22 CARE PP-MLD AA SECURED

INE572O07EK9 458 Market Linked 38400000 29-May-19 06-Jul-20 CARE PP-MLD AA SECURED


INE572O07DN5 1339 Market Linked 53600000 29-May-19 17-Jun-22 CARE PP-MLD AA SECURED

INE572O07EI3 550 Market Linked 2500000 29-May-19 28-Sep-20 CARE PP-MLD AA SECURED

INE572O07EM5 495 Market Linked 474000000 31-May-19 07-Oct-20 SECURED

INE572O07ED4 1281 Market Linked 12000000 11-Jun-19 26-Aug-22 CARE PP-MLD AA SECURED

INE572O07EF9 549 Market Linked 7200000 14-Jun-19 14-Sep-20 CARE PP-MLD AA SECURED

INE572O07EG7 1281 Market Linked 14300000 14-Jun-19 23-Sep-22 CARE PP-MLD AA SECURED

INE572O07BI9 1280 Market Linked 2300000 14-Jun-19 31-May-21 CARE PP-MLD AA SECURED


INE572O07EI3 550 Market Linked 9600000 21-Jun-19 28-Sep-20 CARE PP-MLD AA SECURED

INE572O07EL7 1278 Market Linked 144400000 25-Jun-19 22-Nov-22 CARE PP-MLD AA SECURED


INE572O07EH5 643 Market Linked 3300000 26-Jun-19 30-Dec-20 CARE PP-MLD AA SECURED

INE572O07EG7 1281 Market Linked 24500000 26-Jun-19 23-Sep-22 CARE PP-MLD AA SECURED

INE572O07EL7 1278 Market Linked 2100000 26-Jun-19 22-Nov-22 CARE PP-MLD AA SECURED

INE572O07EN3 1281 Market Linked 77200000 26-Jun-19 28-Dec-22 CARE PP-MLD AA SECURED

INE572O07EN3 1281 Market Linked 30000000 27-Jun-19 28-Dec-22 CARE PP-MLD AA SECURED

INE572O07EN3 1281 Market Linked 2500000 01-Jul-19 28-Dec-22 CARE PP-MLD AA SECURED


INE572O07EF9 549 Market Linked 2500000 04-Jul-19 14-Sep-20 CARE PP-MLD AA SECURED


INE572O07EG7 1281 Market Linked 7900000 12-Jul-19 23-Sep-22 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EL7 1278 Market Linked 4800000 12-Jul-19 22-Nov-22 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EN3 1281 Market Linked 13700000 12-Jul-19 28-Dec-22 CARE PP-MLD AA- ; Stable

SECURED


SECURED


SECURED

INE572O07EF9 549 Market Linked 38400000 18-Jul-19 14-Sep-20 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EF9 549 Market Linked 19300000 19-Jul-19 14-Sep-20 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EH5 643 Market Linked 4800000 19-Jul-19 30-Dec-20 CARE PP-MLD AA- ; Stable

SECURED


SECURED

INE572O07EI3 550 Market Linked 4800000 19-Jul-19 28-Sep-20 CARE PP-MLD AA- ; Stable

SECURED


SECURED

INE572O07BI9 1280 Market Linked 10000000 19-Jul-19 31-May-21 CARE PP-MLD AA- ; Stable

SECURED


SECURED

INE572O07EL7 1278 Market Linked 2700000 29-Jul-19 22-Nov-22 CARE PP-MLD AA- ; Stable

SECURED


SECURED

INE572O07EU8 393 Market Linked 250000000 06-Aug-19 02-Sep-20 BWR PP-MLD AA+ SECURED

INE572O07EV6 394 Market Linked 250000000 06-Aug-19 03-Sep-20 BWR PP-MLD AA+ SECURED

INE572O07EW4 395 Market Linked 250000000 06-Aug-19 04-Sep-20 BWR PP-MLD AA+ SECURED

INE572O07EP8 398 Market Linked 250000000 06-Aug-19 07-Sep-20 BWR PP-MLD AA+ SECURED

INE572O07EO1 399 Market Linked 250000000 06-Aug-19 08-Sep-20 BWR PP-MLD AA+ SECURED

INE572O07EQ6 400 Market Linked 250000000 06-Aug-19 09-Sep-20 BWR PP-MLD AA+ SECURED

INE572O07ES2 401 Market Linked 250000000 06-Aug-19 10-Sep-20 BWR PP-MLD AA+ SECURED

INE572O07ET0 402 Market Linked 250000000 06-Aug-19 11-Sep-20 BWR PP-MLD AA+ SECURED

INE572O07ER4 405 Market Linked 250000000 06-Aug-19 14-Sep-20 BWR PP-MLD AA+ SECURED

INE572O07EF9 549 Market Linked 19000000 13-Aug-19 14-Sep-20 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EG7 1281 Market Linked 2500000 14-Aug-19 23-Sep-22 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EN3 1281 Market Linked 25500000 14-Aug-19 28-Dec-22 CARE PP-MLD AA- ; Stable

SECURED


SECURED


SECURED

INE572O07EH5 643 Market Linked 2300000 27-Aug-19 30-Dec-20 CARE PP-MLD AA- ; Stable

SECURED


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SECURED

INE572O07EL7 1278 Market Linked 1800000 28-Aug-19 22-Nov-22 CARE PP-MLD AA- ; Stable

SECURED


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INE572O07EX2 396 Market Linked 526400000 29-Aug-19 28-Sep-20 SECURED


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INE572O07EG7 1281 Market Linked 2400000 13-Sep-19 23-Sep-22 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EL7 1278 Market Linked 1000000 13-Sep-19 22-Nov-22 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EN3 1281 Market Linked 43000000 13-Sep-19 28-Dec-22 CARE PP-MLD AA- ; Stable

SECURED


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INE572O07BI9 1280 Market Linked 4400000 17-Sep-19 31-May-21 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EH5 643 Market Linked 12000000 27-Sep-19 30-Dec-20 CARE PP-MLD AA- ; Stable

SECURED


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INE572O07EL7 1278 Market Linked 3600000 15-Oct-19 22-Nov-22 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EN3 1281 Market Linked 7200000 15-Oct-19 28-Dec-22 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EG7 1281 Market Linked 1100000 16-Oct-19 23-Sep-22 CARE PP-MLD AA- ; Stable

SECURED


SECURED


SECURED

INE572O07DN5 1339 Market Linked 55000000 18-Oct-19 17-Jun-22 CARE PP-MLD AA- ; Stable

SECURED

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SECURED

INE572O07EH5 643 Market Linked 12400000 30-Oct-19 30-Dec-20 CARE PP-MLD AA- ; Stable

SECURED


SECURED


SECURED

INE572O07DN5 1339 Market Linked 50000000 14-Nov-19 17-Jun-22 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EH5 643 Market Linked 5200000 15-Nov-19 30-Dec-20 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EG7 1281 Market Linked 2400000 15-Nov-19 23-Sep-22 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EN3 1281 Market Linked 1500000 15-Nov-19 28-Dec-22 CARE PP-MLD AA- ; Stable

SECURED


SECURED

INE572O07EG7 1281 Market Linked 2400000 21-Nov-19 23-Sep-22 CARE PP-MLD AA- ; Stable

SECURED


SECURED


SECURED

INE572O07EL7 1278 Market Linked 2000000 28-Nov-19 22-Nov-22 CARE PP-MLD AA- ; Stable

SECURED


SECURED

INE572O07EH5 643 Market Linked 2400000 29-Nov-19 30-Dec-20 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EY0 822 Market Linked 34600000 29-Nov-19 28-Feb-22 CARE PP-MLD AA- ; Stable

SECURED

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SECURED

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INE572O07EN3 1281 Market Linked 2300000 13-Dec-19 28-Dec-22 CARE PP-MLD AA- ; Stable

SECURED


SECURED

INE572O07EY0 822 Market Linked 2500000 13-Dec-19 28-Feb-22 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EG7 1281 Market Linked 4800000 19-Dec-19 23-Sep-22 CARE PP-MLD AA- ; Stable

SECURED

INE572O07DN5 1339 Market Linked 2300000 27-Dec-19 17-Jun-22 CARE PP-MLD AA- ; Stable

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INE572O07EZ7 482 Market Linked 12200000 27-Dec-19 30-Mar-21 CARE PP-MLD AA- ; Stable

SECURED


SECURED

INE572O07BI9 1280 Market Linked 2200000 27-Dec-19 31-May-21 CARE PP-MLD AA- ; Stable

SECURED

INE572O07EY0 822 Market Linked 63300000 27-Dec-19 28-Feb-22 CARE PP-MLD AA- ; Stable

SECURED

ECap Equities Limited € §a?c~t~~2 ~~~ \ Corporate Identity Number- U67190TG2008PLC057122 Regd. Off: 2nd Floor, Mb Towers, Plot Ho 5, Road Ho 2, Banjara Hills, Hyderabad, Telangana 500034 Corporate Off; Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai 400 098

Financial Results for the half year and year ended March 31, 2019

( Rs in Crores)

Half year ended Year ended

Particulars March March M arch March

31,2019 31, 2018 31, 2019 31,2018

(Audited) (Unaudited) (Audited) (Audited)

1 Revenue from operations 1,055.08 310.42 1,339.92 519.81

2 Net Profit/ (Loss) for the period (before Tax, Exceptional and/or Extraordinary items) (2.73) 42.86 86.85 85.97

3 Net Profit/ (Loss) for the period before Tax (after Exceptional and/or Extraordinary items) (2.73) 42.86 86.85 85 .97

4 Net Profit/ (Loss) for the period after tax (after Exceptional and/or Extraord inary items) (3.80) 24.17 69.82 51.40

5 Total Comprehensive Income for the period (3.74) 24.18 69.88 51.41

6 Paid up Equity Share Capital (Face Value of Rs 10/· Per Share) 0.74 0.74 0.74 0.74

7 Reserves (excluding Revaluation Reserves) 293.97 196.67 293.97 196.67

8 Net worth 1 294.71 197.41 294.71 197.41

9 Paid up Debt Capital/ Outstanding Debt 4,766.51 3,835.92 4,766.51 3,835.92

10 Outstanding Redeemable Preference Shares . -11 Debt Equity Ratio

2 16.17 19.43 16.17 19.43

12 Earnings Per Share ( Face Value of Rs 10 each) (Refer Note 5)

- Basic (51.25) 956.68 943.60 2,081.21

- Diluted (51.25) 956.68 943 .60 2,081.21

13 Capital Redemption Reserve 3.10 3.10 3.10 3.10

14 Debenture Redemption Reserve 105.14 35.31 105.14 35.31

15 Debt Service Covera£e Ratio (DSCR) 3

(Refer Note 5) 0.09 0.11 0.16 0.17

16 Interest Service Covera•e Ratio {ISCR) 4

{Refer Note 5) 0.99 1.23 1.24 1.29 1Net worth = Share capital + Share application money pending allotment+ Reserves & Surplus

' Debt-equity Ratio = Total debt (Long term + Short term +Accrued interest)/ Net worth 3DSCR = Profi t before interest and tax/ (Interest expense + Principal repayment in next six months) 4 1SCR = Profit before interest and tax/ Interest expense -- ---

Notes :

1 The above is an extract of t he detailed format of half year and year ended financia l results filed with the Stock Exchange under Regulation 52 of the SEBI

(Listing and Other Disclosure Requirements) Regulations, 2015 . The full format of the annual financial results are available on the Wholesale Debt

Segment of BSE Limited and the Company's website - www.edelweissf in.com.

2 The Financial results of ECap Equities Limit ed ('the Company') for the half year and year ended March 31, 2019 have been reviewed and recommended

by the Audit Committee and approved by the Board of Direct ors at its meeting held on May 13, 2019.

3 The financial results for the half year and year ended 31 March 2019 of the Company have been subjected to 'Audit' by the Statutory Auditors of the

Company and the auditors have issued an unqualified audit report.

4 For the items referred in sub-clauses (a), (b), (d) and (e) of the Regulation 52 (4) of the SEBI (List ing and Other Disclosure Requirements) Regulations,

2015, the pertinent disclosures have been made to the Wholesale Debt Segment of BSE Limited and the Company' s website - www.edelweissfin.com.

5 Earnings per share, DSCR and ISCR for the half year ended March 31, 2019 and March 31, 2018 have been calculated for six months and not annualised.

6 Previous period's/ year's figures have been regrouped/reclassified wherever necessary to correspond with the cu rrent year's classificat ion/ disclosure.

~ On behalf j ~ the Board of Directors

~~&~ ,,\.Q_•' 0 •u~ M ·• * t., ' cl) "--'ANN ···7 j o rRN ~o. ~ ) Sd/- ...,, v -,,

~ 10 29W ~ T.K. Ramaswamy :P_,>; ~

Date : May 13, 2019 ~RtoAc<:P Director

Place : Mumbai DIN : 05158707 ~

Ecap Equities limited Ede I we is s Corporate Identity Number- U67190TG2008PLC057122 € ldeascreate, values protect

Regd. Off: 2nd Floor, Mb Towers, Plot No 5, Road No 2, Banjara Hllls , Hyderabad , Telangana 500034

Corporate Off: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai 400 098

Balance Sheet as at

Particulars

ASSETS

Non current assets

(a) Investment property

(bl Property, plant and equipment

(c) Intangible assets under development

(d) Goodwill

(e) Financial assets

(i) Investments

(ii) Loans (iii) Other financial assets

(f) Current tax assets (net) (g) Deferred tax assets (net)

Current assets

(a) Financial assets

(i) Stock in trade

(ii) Investment

(iii) Trade & other receivable

(iv) Cash and cash equivalents (v) Bank balances other than cash and cash equivalents

(vi) Loans

(vii) Derivative financial instruments

(Viii) Other financial assets

(bl Current tax assets (net)

(c) Other current assets

TOTAL ASSETS

Equity

(a) Equity share capital

(bl Other equity

Non current liability

(a) Financial liabilities

(i) Borrowings

(ii) Other financial liabilities

(bl Provision

(c) Deferred tax liabilities (net)

Current liability

(a) Financial liabilities

(i) Derivative financial instruments (ii) Borrowings

(iii) Trade payables (iv) Other financial liabilities

(b) Other current liabilities

(c) Provisions (d) Current tax liabilities (net)

TOTAL LIABILITIES AND EQUITY

Date: May 13, 2019

Place : Mumbai

March

31,2019

(Audited)

88,78

4.41

0.22

6.09

1,077.99

1,091.10

0.28

21.73

20.57

2,311.17

306.42

0.05

790.56

38.16

5.00

2,296.50

67.23

255.15

0.00

6,64

3,765.71

6,076.88

0.74

293.97 294.71

1,158.13

7.48

0.92

76.73 3,608.38

786.21

121.82

6.08

0.16 16.26

6,076.88

T.K. Ramaswamy

Director DIN : 05158707

( Rs in Crores)

March

31, 2018

(Audited)

93.45

6,62

0.54 6.09

909.91

1,060.89

0.42

15.05

0.00

2,092.97

806.39

0.05

110.36

11.29

55.77

212.25

784.27

55.59

7.21

3.46

2,046.64

4,139.61

0.74

196.67 197.41

1,190.04

9.29 0.69

1.71

31.05

2,645.88

8.98

43.52

6.59

0.11

4.34

4,139.61

Etap Equities limited {;;- Ede I we is s Corporate Identity Number- U67l90TG2008PLC057122 ~ Ideas create, values protect

Regd. Off: 2nd Floor, Mb Towers, Plot No 5, Road No 2, Banjara Hills, Hyderabad, Telangana 500034 Corporate Off: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai 400 098

Reconciliation of Networth as reported under erstwhile Indian GAAP and Ind AS are summarised as below:

As at 31 March 2018 As at 1 April 2017

{Audited) (Audited)

Total Equity/ Shareholders' Funds as per Previous GAAP 194.24 242.99

Adiustments:

Preference shares invest ment in Group companies {34.02) (98.86)

Preference shares issued to Group companies - (108.06)

Fai r valuation of non-current investments (quoted) 42.31 8.34

Fair valuation of non-current investments (unquoted) 40.84 9.62

Fair valuation of stock-in-trade (quoted) 6.05 6.64

Fair valuation of stock-in-trade (unquoted) 1.70 -El R on borrowings (15.04) 1.33

Expected credit loss allowance on credit substitutes/ t rade receivable (21.51) 0.17

Reversal of goodwill amortizat ion 1.22 -Others - deferred payment of investment 1.03

Tax adjustment on above items {19.41) (8.61)

Total adjustment to Equity 3.17 (189.43)

Total Equity/ Shareholde rs' Funds as per Ind AS 197.41 53.56

On beh f the Board of Directors

Date : May 13, 2019

Place : Mumbai

\ ,'t9- ' T.K. Ramasw amy

Director

DIN : 05158707

ECap Equities Limited Q Ede I we is s Corporate Identity Number• U6 7190TG2008PLC05 7122 ~ Ideas create, values protect Regd. Off: 2nd Floor, Mb Towers, Plot No 5 , Road No 2, Banjara Hills, Hyderabad , Telangana 500034 Corporate Off: Edelweiss House, Off. C,S.T. Road, Katina, Mumbai 400 098

I Financial Results for the half year and year ended March 31, 2019

Particulars

4

5

6

7

8

9

10

Notes:

Revenue from operations

Interest income Dividend income

Rental income Fee and commission income

Net gain on fair value changes

Sale of products Total revenue from operations

Other income

Total Income (1 + 2)

Expenses

Finance costs Impairment on financial instruments

Purchases of stock in trade Employee benefits expense Depreciation and amortisation expense

Other expenses

Total expenses

Profit before tax (3 • 4)

Tax expense:

Net profit for the period (5- 6)

Other Comprehensive Income (A) (i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be reclassified to profit or loss Total Comprehensive Income (7+8)

Earnings per equity share in Rupees (Face value of Rs. 10 each) ( Refer Note 4)

- Basic

- Diluted

Half year ended

March March

31, 2019 31,2018

(Audited) (Unaudited)

299.59 129.00

0.56 4.04

11.41 11.79 11.34 22.50

25.02 142.14 707.10

1,055.02 309.47

0.06 0.95

1,055.08 310.42

244.28 190.82

73.13 39.88

707.01 4.29 10.02 3.91 4.96

25.19 21.88 1,057.81 267.56

(2.73) 42.86

1.07 18.69

(3.80) 24.17

0.09 0.01 (0.03) (0.00) (3.74) 24.18

(51.25) 956.68

(51.25) 956.68

( Rs in Crores)

Year Ended

March March

31,2019 31,2018

(Audited) {Audit ed)

537.44 198.76

3.70 12.70 23.12 21.98

17.55 26.55 50.92 258.42

707.10

1,339.83 518.41

009 1.40

1,339.92 519.81

381.11 304.57

93.27 43.59 707.01

7.21 34.27

7.80 11.17

56.67 40.24 1,253.07 433.84

86.85 85.97

17.03 34.57

69.82 51.40

0.09 0.01

(0.03) (0.00) 69.88 51.41

943.60 2,081.21

943.60 2,081.21

1 The above is an extract of the detailed format of half year and year ended financial results filed with the Stock Exchange under Regulation 52 of the SEBI (List ing

and Other Disclosure Requirements) Regulations, 2015. The full format of the annual financial results are available on the Wholesale Debt Segment of BSE limited

and the Company's website - www.edelweissfin.com.

2 The Financial results of ECap Equities Limited ('the Company') for the half year and year ended March 31, 2019 have been reviewed and recommended by the Audit

Committee and approved by the Board of Directors at its meeting held on May 13, 2019.

3 The financial results for the half year and year ended 31 March 2019 of the Company have been subjected to 'Audit' by the Statutory Auditors of the Company and

the auditors have issued an unqualified audit report. 4 Earnings per share for the half year ended March 31, 2019 and March 31, 2018 have been calculat ed for six months and not annualised.

Date : May 13, 2019

Place: Mumbai

On behalf of the Board of Directors

T.K. Ramaswamy

Director

DIN : 05158707

ECap Equities Limited Q Ede I we is s Corporate Identity Number• U67190TG2008PLC057122 ~ Ideas create, values protect Regd. Off: 2nd Floor, Mb Towers, Plot No 5, Road No 2, Banjara Hills, Hyderabad, Telangana 500034 Corporate Off: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai 400 098

Reconciliation of Net Profit for the half year /Year ended March 31, 2018 as reported under erstwhile Indian GAAP and Ind AS are summarised as below:

( Rs in Crores)

Half Year Ended Year Ended

March March

Particulars 31 2018 312018

(Unaudited) (Audited)

Net (loss)/ profit after tax as reported under Indian GAAP 23.28 34.88

Ind AS adjustments increasing/ (decreasing) net profit as reported under Indian

GAAP:

Finance cost on preference share issued (5.99) (11.97)

Interest income on investment in preference share 3.95 7.89

Fair valuation of stock-in-trade 14.58 14.90

Fair valuation of non-current investments 21.11 51.41

Expected credit loss allowance on credit substitutes (16.91) (21.68)

EIR on borrowings (16.36) (16.37)

Reversal of goodwill amortization 0.61 1.22

ESOP charges based on fair value 2.06 1.93

Actuarial gains/loss on valuation of gratuity (0.01) (0.01)

Deferred tax on above adjustments (net) (2.15) (10.80)

Profit as per Ind AS 24.17 51.40

Other comprehensive income as per Ind AS 0.01 O.Ql Total Comprehensive Income under Ind AS 24.18 51.41

Other Comprehensive Income primarily includes impact of re-measurement gains/losses on actuarial valuation of post

employment defined benefits.

Date: May 13, 2019

Place: Mumbai

''r'"' ' \Y- .

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.;;;:;;;. = ;;;;;. "" & c =~==== = 0 ---=== = "':.,...":'!:=~ Chartered Accountants

3rd & 4th Floor, Vaastu Darshan, 'B'wing, Above Central Bank of India, Azad Road, Andheri (East), Mumbai - 400 069. Tel. : 022-6191 9293 I 222/200 Fax : 022-2684 222116191 9256 E-mail . [email protected]

[email protected]

Independent Auditor's Review Report on the Half-yearly Unaudited Financial Results of the Company Pursuant to Regulation 52 of the SEBI (Listing Obligations nnd Disclosure Requirements) Regulations, 2015, as amended

Re'"'iew Report to The Board of Directors ECap Equities Limited

1. We have reviewed the accompanying statement of unaudited financial results of ECap Equities Limited (the "Company") for the half year ended 30 September 2019 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. as amended (the "Listing Regulations").

2. This Statement, which is the responsibllity of the Company's management and approved by the Company's Board of Directors, has been prepared jn accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (lnd AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, rend with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a concluslon on the Statement based on our review.

3. We conducted our review cf the Statement in accordance with the Standard on Review Engagements (SRE) 2410, '"Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of aU significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

4. Based on our revie>.v conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('lnd AS') specified under Section 133 of the Companies Act, 2013~ as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India. has not disclosed the information required to be disclosed in tenns of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

ForGMJ&Co

Haridas Bltat

Place: Mumbai Date: 11 November 2019

worth= Sh~r_e ;:apital +Share appli;:<~tioo money ~ending allotment+ Reserves & Surplus

l'oebt·eq,ity Ratio= Total debt !Long term+ Short tP.rm +ACCfiJed interest) I Net worth

"'Profit before interest and t<'IK I (Interest e>rpense +Principal tepayment in neKt six months)

=Profit before interest and tax llflterest expense

1 The above is an extract of the detailed format of half ye?f ended financial results filed with the Stock Exchange under Regulation 52 of the SEBJ

and Other Disclosure Requirements) Regulations, 2015, The full format of the half yearly flnan(!a! results are avallable 011 the Wholesale Debt Segment! of BSE limited and the Company's website- www.edelweissfln.com.

2 The Finandal results of ECap Equities Umited ('the Cornpany'j for the half year ended September 30, 2019 have been reviewed and recommended

the Audit Committee and approved by the Board of 01rectors at Its meeting held on November 11, 2019. 3 Eamlngs. pet share, DSCR and ISCR for the half year ended Septembet 30, 2019 and September 30, 2018 have been cakulated for six months and

annualised.

:November 11,2019 : Mumbai

('1'\9'

Su/-T.K. Ramaswamy Oirect(ir DIN : 05158707

Balance Sheet as at 30 September 2.019

Particulars

ASSETS

Non current assets (a) Investment property

(b) Property, Plant and Equipment

{d} Intangible assets

(e) Goodwill

{f) Financial assets

(i) Investments

(H) loans

(iii} Other financial assets (g) Cuuent tax assets (net)

(h} Deferred tax assets {net)

Current assets {a) Finand.;ll assets

{i) Stock In trade

{il} Investment

{ill} Trade & other receivable

(lv) Cash and cash equivalents

{v) Bank balances other than cash and cash equivalents

(vi) loans

(vii) Derivative financial instruments

(vlli) Other financial assets

{b) Current tax assets {net)

(c) Other current assets

TOTAL ASSETS

LIABiliTIES Equity

(a) Equity share capltal

(b) Other equity

Non current liability

(a) Financial fiabllltles

(i) Borrowings (ii) Other financial liabilities

{b) Provision

Current liability

{l} Derivative financial instruments

(li) Borrowings

(lil) Trade payables

(ivl-Other financial liabilities

(b) Other current liabltities {c) Provislons

{d) Current tax liabilities (net)

TOTI\l LIABILITIES 1\ND EQUITY

Date: November 11, 2019 Place: Mumba!

iRs in crores)

September March 30,2019 31,2019

(Unaudited) (Audited)

86.56 88.78

3.71 4.41

0.12 0.22 6.09 6.09

1,031.94 1,071.99 409.09 1,091.10

0.29 0.28

20.54 21.73

46.58 20.57

1,655.52 21311.17

281.81 306,42

0.05 o.os 21.11 790,56

6.63 38.16 142.30 s.oo

2,394..46 2,296.50 86.87 67.23

335.12 255.15

o.oo 27.62 £.64

3,295.97 3,765.71

4,951.49 6,076.88

0.74 0,74

296.31 293.97

297.05 294.71

1,372.13 1,158.13 6,11 7.48

1.00 0.92

117.34 76.73

3,060.25 3.608.38

65.12 786.21 20.07 121.SZ

2.37 6.0S

0.17 0.16 9.88 16.2:6

4,951.49 6,076.88

Director DIN : 05158707

Financial Results for the half year ended 30 September 2019

Particulars

1 Revenue from operations

Interest income

Dividend income

Rental income

Fee and commission income

Net gain on fair value changes

Sale of products

Total revenue from operations

2 Other income

3 Total Income (1 + 2)

4 Expenses

Finance costs

Impairment on financial instruments

Purchase of stock in trade

Employee benefits expense

Depreciation and amortisation expense

Other expenses

Total expenses

5 (Loss) I Profit before tax (3 ~ 4)

6 Tax expense:

Current tax

Deferred tax

7 Net profit for the period (5-6)

8 Other Comprehensive Income

(A) (i) Items that will not be reclassified to profit or loss

{ii) Income tax relating to items that will not bereclassified to profit or loss

9 Total Comprehensive Income (7- 8)

10 Earnings per equity share in Rupees (Face value of Rs. 10 each) ( Refer Note 3)

-Basic

-Diluted

Notes:

(Rs in Crores)

Half year ended Vearende~

September September March

30,2019 30,2018 31,2019 (Unaudited) (Unaudited) (Audited)

258.47 237.85 537.44

0.00 3.70

13.21 11.71 23.12

8.06 6.21 17.55

12.92 29.04 50.92

707.10

292.66 284.81 1,339.83

0.83 0.43 0.09

293.49 285.24 1,339.92

247.79 136.83 381.11 31.67 93.27

707.01

19.19 2.92 7.21

3.21 3.89 7.80

13.34 52.02 56.67

315.20 195.66 1,253.07

~21.71 89.58 86.85

6.22 59.36 39.34

(26.03) (43.40) (22.31)

-1.90 73.62 69.82

0.04 (0.00) 0.09 -0.02 0.00 (0.03) (1.87) 73.62 69.88

(25.61) 994.86 943.60

(25.61) 994.86 943.60

1 The above is an extract of the detailed format of half year ended financial results filed with the Stock Exchange under Regulation 52 of the SEBI (listing

and Other Disclosure Requirements) Regulations, 2015. The full format of the half yearly financial results are available on the Wholesale Debt Segment

of BSE limited and the Company's website- www.edelweissfin.com.

2 The Financial results of ECap Equities limited {'the Company') for the half year ended September 30, 2019 have been reviewed and recommended by

the Audit Committee and approved by the Board of Directors at its meeting held on November 11, 2019.

3 Earnings per share for the half year ended September 30, 2019 and September 30, 2018 have been calculated for six months and not annualised.

4 The Government of India, on 20/09/2019, vide the Taxation Laws (Amendment) Ordinance 2019 (the Ordinance) , inserted a new Section 115BAA in

the income tax Act, 1961, which provides an option to the Company for paying Income tax at reduced rates. The Company for the purposes of half

year results is continuing status quo and in due course will evaluate whether to transit to available option under the Ordinance .

Date :November 11, 2019

Place: Mumbai

........-=.::::~

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........ ~:~;._..;"'

I 'r~ ' L>l '

T .K. Ramaswamy

Director

DIN: 05158707

Annexure- A

Information as required pursuant to Regulation 52(4) of SEBI (listing Obligations and Disclosures

Requirements) Regulations, 2015

With reference to the above, we submit herewith the information for the half year ended September 30, 2019 as mentioned below:

a) Details of Credit Rating {Rs in

Instrument CRISIL ICRA CARE Brickworks

i) long Term - LT-NCD - LT-NCD lnct"' ll>

Rating ICRAAA· BWRAA

(Revision from (Revision from BWR - -

ICRA AA to ICRA AA+ AA-) To BWRAA)

Rs in crores - 750 - 400

i) Short Term -lnctr"

CPs-ST ST-NCD CPs-ST

Rating CRISILAl+ ICRAA1+

BWRAl+ -

Rs in crores 1,250 150 - 500

iii) Market linked

a. Short Term - ST-SP ST-SP -Rating

PP-MLD ICRA A1 + CARE PP-MLD

Al+ - -

Rs in crores - 150 200 -b. long Term - LT-SP LT-SP LT-SP

Rating I PP-MLD ICRA AA-

CARE PP-MLD AA-

BWR PP-MLD AA (Revision from PP-

(Revision from - MLD ICRAAA (Revision from BWR to PP-MLD ICRA

CARE PP-MLD AA PP-MLDAA+

AA-) To CARE PP-MLD

to BWR PP-MLD AA) AA-)

i Rs in crores - 7 RAn nA 800 1,650

Half year ended Year Ended Particulars

September 30, September 30, March 31, 2019 2019 2018 (Audited)

II (Unaudit<>dl

a) Asset cover available* 1.10 1.09 1.70

b) Net worth HRs in crores) 297.05 300.40 294.71

c) Debt-equity Ratio2 14.92 15.23 16.17

d) Debt Service Coverage Ratio3 0.08 0.23 0.16

e) Interest Service Coverage Ratio4 0.91 1.69 1.24

f) Capital redemption reserve (Rs in 3.10 3.10 3.10 crores; Debenture redemption reserve 105.14 35.31 105.14

b) i (RS in LIL I t:S)

*Asset Cover Available: All Secured NCDs issued by the Company are fully secured by way of mortgage of identified immovable property as stated in the respective debenture trust deed(s) and/or by way of charge/ hypothecation of book debts/loan receivables or both, on first pari-passu basis, to the extent stated in the respective information memorandum.

1Net worth= Share Capital+ Share application money pending allotment+ Reserves & Surplus 'Debt-equity ratio Total Debt (Long Term+ Short Term+ Current+ Accrued lnterest)/Networth 3Debt Service Coverage Ratio= Profit before interest and tax/(lnterest Expense +Principal repayment in next six months) 41nterest Service Coverage Ratio = Profit before interest and tax/Interest expense.

....

Annexure 'A' continued

Details of previous due date next due date for the payment of interest and repayment of Principal of non~convertible debt securities· '

Sr. Debenture Series Previous due date from Next due date from Redemption

No. April 01, 2019 to September October 01, 2019 to March {Principal+interest)

30,2019 31,2020 Amount Rs. in Crores

For Interest For Principal For Interest For Principal Principal Amount

1 Benchmark Linked Debenture~ BOA901A NA NA NA 17-Feb-20 25 2 Benchmark Linked Debenture~ BOA901B NA NA NA 18~Feb~20 25 3 Benchmark Linked Debenture~ BOB905A NA NA NA 13~Mar-20 25 4 Benchmark Linked Debenture- BOB905B NA NA NA 16-Mar-20 25 5 Benchmark Linked Debenture~ BOB905C NA NA NA 17-Mar-20 25 6 Benchmark Linked Debenture~ BOB905D NA NA NA 18-Mar-20 25 7 Benchmark Linked Debenture- BOB905E NA NA NA 19-Mar-20 25 8 Benchmark Linked Debenture- BOB905F NA NA NA 20-Mar-20 25 9 Benchmark Linked Debenture- C9C701A NA 20-Jun-19 NA NA NA

10 Benchmark Linked Debenture- C9D702A NA 05-Jul-19 NA NA NA 11 Benchmark Linked Debenture- D8E701D NA 05-Aug-19 NA NA NA 12 Benchmark Linked Debenture- D8E701E NA 05-Aug-19 NA NA NA 13 Benchmark Linked Debenture~ D9D704A NA 29-Jul-19 NA NA NA 14 Benchmark Linked Debenture- D9D705A NA 25-Jul-19 NA NA NA 15 Benchmark Linked Debenture- D9D707A NA 26-Jul-19 NA NA NA 16 Benchmark Linked Debenture- D9D806A NA 26-Jul-19 NA NA NA 17 Benchmark Linked Debenture~ D9E702A NA 02-Aug-19 NA NA NA 18 Benchmark Linked Debenture- EOE701B NA 19-Aug-19 NA NA NA 19 Benchmark Linked Debenture- E9E702A NA 23-Aug-19 NA NA NA 20 Benchmark Linked Debenture- E9E704A NA 30-Aug-19 NA NA NA 21 Benchmark Linked Debenture- E9E706A NA 30-Aug-19 NA NA NA 22 Benchmark Linked Debenture- E9E706A01 NA 30-Aug-19 NA NA NA 23 Benchmark Linked Debenture- E9F705A NA 06·5ep-19 NA NA NA 24 Benchmark Linked Debenture- E9H701A NA 09·5ep-19 NA NA NA 25 Benchmark Linked Debenture- FOD702B NA 30-Jul-19 NA NA NA 26 Benchmark Linked Debenture- F9F707A NA 19-Sep-19 NA NA NA 27 Benchmark Linked Debenture~ F9F709A NA 30-Sep-19 NA NA NA 28 Benchmark Linked Debenture- F9F709B NA NA NA 07-0ct-19 10 29 Benchmark Linked Debenture- F9F709C NA 30·Sep·19 NA NA NA 30 Benchmark Linked Debenture- F9F709C01 NA 30·5ep·19 NA NA NA 31 Benchmark Linked Debenture- F9F709C02 NA 30·5ep·19 NA NA NA 32 Benchmark Linked Debenture- F9F709C03 NA 30-Sep-19 NA NA NA 33 Benchmark Linked Debenture- F9F709C04 NA 30-Sep-19 NA NA NA 34 Benchmark Linked Debenture- F9F709COS NA 30-Sep-19 NA NA NA 35 Benchmark Linked Debenture- F9F709C06 NA 30-Sep-19 NA NA NA 36 Benchmark Linked Debenture- F9F709E NA NA NA 09-0ct-19 5 37 Benchmark Linked Debenture- F9F709F NA 30·5ep·19 NA NA NA 38 Benchmark Linked Debenture- G9E701A NA 26-Aug-19 NA NA NA 39 Benchmark Linked Debenture~ G9G701A NA NA NA 18-0ct-19 4 40 Benchmark Linked Debenture~ G9G706A NA NA NA 28-0ct-19 3 41 Benchmark Linked Debenture- G9G707A NA NA NA 30-0ct-19 4.5 42 Benchmark Linked Debenture- G9G806A NA 26-Aug-19 NA NA NA 43 Benchmark Linked Debenture- G9G806B NA 27-Aug-19 NA NA NA 44 Benchmark Linked Debenture- G9G806C NA 28-Aug-19 NA NA NA 45 Benchmark Linked Debenture- G9G806D NA 29-Aug-19 NA NA NA 46 Benchmark Linked Debenture- G9H804A NA 02-Sep-19 NA NA NA 47 Benchmark Linked Debenture- G9H804B NA 03-Sep-19 NA NA NA 48 Benchmark Linked Debenture- G9H804C NA 04-Sep-19 NA NA NA 49 Benchmark Linked Debenture- G9H804D NA 05-Sep-19 NA NA NA so Benchmark Linked Debenture- G9K701A NA NA NA 05-Nov-19 3 51 Benchmark Linked Debenture- H9E801A NA NA NA 13-Dec-19 2.75 52 Benchmark Linked Debenture- H9E801A01 NA NA NA 13-Dec-19 6.5 53 Benchmark Linked Debenture- H9E801A02 NA NA NA 13-Dec-19 3 54 Benchmark Linked Debenture- H9E801A03 NA NA NA 13-Dec-19 6 55 Benchmark Linked Debenture- H9E801AOS NA NA NA 13-Dec-19 3 56 Benchmarls.-l:i e .. nture- H9E801A06 NA NA NA 13-Dec-19 •. - ·~~ 2 57 Benchr1J~ti<Jilok'ed-'Ogb,e\ilvre- H9EB01A08 NA NA NA 13-Dec-19 <; '~.:::1' 1 I 17-A:-.. 10 58 Benchl)\ar~Lfnke.Q.Qeb"o®\1 e- H9E801A10 NA NA NA 13-0ec-19 /:'~ ~> 1"'- '\,~ 0.49 r l{ .. ,, r ~ ,'- ~. : .. /.·~ :-- .>\/-~~'/

r~· .•. 9.

59 Benchmark linked Debenture- H9E801A11 NA NA NA 13-Dec-19 3.25 60 Benchmark Linked Debenture- H9E801A14 NA NA NA 13-Dec-19 1 61 Benchmark Linked Debenture- H9E801A15 NA NA NA 13-Dec-19 24.46 62 Benchmark Linked Debenture- H9E801A18 NA NA NA 13-Dec-19 0.75 63 Benchmark linked Debenture- H9E801A19 NA NA NA 13-Dec-19 1 64 Benchmark linked Debenture- H9E801A22 NA NA NA 13-Dec-19 3 65 Benchmark linked Debenture- H9E801A23 NA NA NA 13-Dec-19 14.61 66 Benchmark linked Debenture- H9E801A28 NA NA NA 13-Dec-19 4.83 67 Benchmark Linked Debenture- H9E801A29 NA NA NA 13-Dec-19 0.25 68 Benchmark linked Debenture- H9G801A NA 23-Aug-19 NA NA NA 69 Benchmark linked Debenture- H91801A NA NA NA 07-0ct-19 28 70 Benchmark Linked Debenture- H9l701A NA NA NA 30-Dec-19 15.5 71 Benchmark Linked Debenture- 19J804A NA NA NA 11-Nov-19 25 72 Benchmark linked Debenture- 19JS048 NA NA NA 12-Nov-19 25 73 Benchmark Linked Debenture- 19J804C NA NA NA 13-Nov-19 25 74 Benchmark linked Debenture- J9J701A NA NA NA 24-Mar-20 4 75 Benchmark linked Debenture- J9J701A01 NA NA NA 24-Mar-20 31 76 Benchmark linked Debenture- J9J701A02 NA NA NA 24-Mar-20 1.5 77 Benchmark linked Debenture- J9J701A04 NA NA NA 24-Mar-20 1 78 Benchmark Linked Debenture- J9J701AOS NA NA NA 24-Mar-20 30 79 Benchmark linked Debenture- J9J701A06 NA NA NA 24-Mar-20 22 80 Benchmark linked Debenture- J9J701A07 NA NA NA 24-Mar-20 3 81 Benchmark Linked Debenture- J9J701A08 NA NA NA 24-Mar-20 3.7 82 Benchmark linked Debenture- J9J701A09 NA NA NA 24-Mar-20 3 83 Benchmark linked Debenture- J9J701A13 NA NA NA 24-Mar-20 3.48 84 Benchmark linked Debenture- J9J701A14 NA NA NA 24-Mar-20 3.91 85 Benchmark linked Debenture- J9J701A15 NA NA NA 24-Mar-20 18.06 86 Benchmark Linked Debenture- J9J701A16 NA NA NA 24-Mar-20 19.4 87 Benchmark linked Debenture- J9J701A19 NA NA NA 24-Mar-20 6.49 88 Benchmark Linked Debenture- J9J701A20 NA NA NA 24-Mar-20 1.94 89 Benchmark linked Debenture- J9J701A21 NA NA NA 24-Mar-20 19.86 90 Benchmark Linked Debenture- J9J701A22 NA NA NA 24-Mar-20 3.13 91 Benchmark Linked Debenture -J9J701A23 NA NA NA 24-Mar-20 3 92 Benchmark Linked Debenture- J9J701A24 NA NA NA 24-Mar-20 2.89 93 Benchmark linked Debenture- J9J701A26 NA NA NA 24-Mar-20 2.44 94 Benchmark Linked Debenture- J9J701A27 NA NA NA 24-Mar-20 2.5 95 Benchmark linked Debenture- J9J701A28 NA NA NA 24-Mar-20 2 96 Benchmark linked Debenture- J9J701A29 NA NA NA 24-Mar-20 2 97 Benchmark linked Debenture- J9J701A30 NA NA NA 24-Mar-20 3 98 Benchmark Linked Debenture- J9J701A32 NA NA NA 24-Mar-20 3.75 99 Benchmark Linked Debenture- J9J701A33 NA NA NA 24-Mar-20 4.76

100 Benchmark linked Debenture- J9J701A34 NA NA NA 24-Mar-20 2.85 101 Benchmark linked Debenture- J9J701A35 NA NA NA 24-Mar-20 23.69 102 Benchmark linked Debenture- J9J701A37 NA NA NA 24-Mar-20 3.51 103 Benchmark Linked Debenture- J9J701A38 NA NA NA 24-Mar-20 1.89 104 Benchmark Linked Debenture- J9J701A39 NA NA NA 24-Mar-20 9.43 105 Benchmark Linked Debenture- J9J701A40 NA NA NA 24-Mar-20 4.5 106 Benchmark linked Debenture- J9J701A41 NA NA NA 24-Mar-20 1.78 107 Benchmark Linked Debenture- J9J701A42 NA NA NA 24-Mar-20 3 108 Benchmark linked Debenture- J9J701A43 NA NA NA 24-Mar-20 10 109 Benchmark linked Debenture- J9J701A44 NA NA NA 24-Mar-20 7.64 110 Benchmark linked Debenture- J9J701A45 NA NA NA 24-Mar-20 19.29 111 Benchmark linked Debenture- J9J701A46 NA NA NA 24-Mar-20 0.94 112 Benchmark Linked Debenture- J9J701A47 NA NA NA 24-Mar-20 0.25 113 Benchmark linked Debenture- J9J701A49 NA NA NA 24-Mar-20 4.67 114 Benchmark linked Debenture- J9J701ASO NA NA NA 24-Mar-20 3.95 115 Benchmark linked Debenture- J9J701A51 NA NA NA 24-Mar-20 3 116 Benchmark Linked Debenture- J9J701A52 NA NA NA 24-Mar-20 0.5 117 Benchmark linked Debenture- J9J701A53 NA NA NA 24-Mar-20 0.92 118 Benchmark linked Debenture- J9J701A55 NA NA NA 24-Mar-20 1 119 Benchmark linked Debenture- J9J701A57 NA NA NA 24-Mar-20 1 120 Benchmark Linked Debenture- J9J701A59 NA NA NA 24-Mar-20 8.28 121 Benchmark linked Debenture- J9J701A60 NA NA NA 24-Mar-20

~~ 2.76

122 Benchmark,Jdl\l<eifbi/)ientvre- J9J701A61 NA NA NA 24-Mar-20 .&.! 1.86 123 Benchma)')(;u.nkecf1)elleqtuC,~ J9J701A62 NA NA NA 24-Mar-20 ?b 4.6 t: i ;:1~;' \' ~~ c • \ • ' ._,.J. V)'

\;~!c··; ,<;;) ./'0. . ~~J:_~ -;;~;i};}' ~ *

124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142

Notes:

1

2

3

Benchmark Linked Debenture~ J9J701A63 NA NA NA 24-Mar-20 8.73 Benchmark Linked Debenture- J9J701A64 NA NA NA 24-Mar-20 2.74 Benchmark Linked Debenture- J9J701A65 NA NA NA 24-Mar-20 0.82 Benchmark Unked Debenture- J9J701A66 NA NA NA 24-Mar-20 1.77 Benchmark linked Debenture- J9J701A67 NA NA NA 24-Mar-20 0.24 Benchmark Linked Debenture- J9J701A69 NA NA NA 24-Mar-20 1.32 Benchmark Linked Debenture- J9J701A70 NA NA NA 24-Mar-20 0.46 Benchmark linked Debenture- J9J701A71 NA NA NA 24-Mar-20 0.25 Benchmark Linked Debenture- J9J701A72 NA NA NA 24-Mar-20 0.75 Benchmark Linked Debenture -J9J701A73 NA NA NA 24-Mar-20 10.69 Benchmark Linked Debenture -J9J701A74 NA NA NA 24-Mar-20 2.1 Benchmark Linked Debenture- K9K801A NA NA NA 06-Dec-19 25 Benchmark Linked Debenture- K9K801B NA NA NA 09-Dec-19 25 Benchmark Linked Debenture- l1E701C NA 01-Aug-19 NA NA NA Benchmark Linked Debenture- l8D802E NA 18-Apr-19 NA NA NA Benchmark linked Debenture- l9K801A NA NA NA 30-Dec-19 25 Benchmark linked Debenture- l9K801B NA NA NA 31-Dec-19 25 Benchmark linked Debenture -l9K801C NA NA NA 01-Jan-20 25 Benchmark linked Debenture- l9K801D NA NA NA 02-Jan-20 25

The Company has paid all the due amounts of interest/principal on the respective due dates during the half year ended September 30,

2019.

The details with regard to interest/principal are provided in the respect of those series, in respect of which the interest/principal

payment was due in the previous 6 months (i.e. April 01, 2019 to September 30, 2019) or falling due in the next 6 months (i.e October

01, 2019 to March 31, 2020).

In case of Benchmark linked Debentures, coupon is linked to performance of the underlying benchmark indices. Accordingly the

coupon will be calculated on the redemption date and will be paid along with the principal mentioned above.

6ool-

AIIENDED Al{D RESTATED DEBENTURE TA.USTEE AGREEI"IENT

EETWEEN

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ECAP EQUITIES LIiIITED

AS T}IE CO'.IPANY (ISSUER)

AND

SEICAP TRUSTEE COIIITPANY LI}IITED

AS THE DEBENTURE TRUSTEE

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AiIEI{DED AND RESTATED DEBENTURE TRUSTEE AGREEI'IENT

This AMENDII4ENT AND RESTATED DEBENTURE

("AgrcGment") made at lilumbai on this 46 dav of ILlarch 2020TRUSTEE AGREEMENT

BETWEEN

EGAP EQUIUES LIIITED (ECAP), a companv lncorporated under the companies A€t,

1955 and having its Reqistered Omce at 2nd Floor, IulB Towers, Plot No 5, Road No 2,

Banjara Hills, Hyderabad - 5OO 03,t, Telangana and Corporate Office at Edelweiss House,

Off C.S.T. Road, Kalina, 14umbai - 4OOO98, Maharashtra herelnafter called 'the Companv'

(whlch expresslon shall include its successors and assigns wherever the context or

meaning sh6ll so require or permil) of FIRST PART

AND

sEtCAP TRUSTEE CoIIPANY LIiUTED (SBICTCL), a companv under the Companies

act, 2013 having its Registered Office at 202, l4aker Tower - E, Cufte Parade, Mumbai

4oO OO5 and its corporate office at Apeejay House, 5'h Eloor. 3 Dinshaw Wachha Road,

Churchgate, I'lumbai - 4OO O2O (hereinafter called "the Trustees/Debenture Truslee')

(which expression shall include lts successors and assigns and the Trustees For the time

being wherever the context or meaning shall so requlre or permit) ofthe SECOND PART

The Company and the Debenture Trustee are hereinafter indlvidually referred to as "th€

Pady'and are collectively referred to as "the Parties".

WHEREAS:

(1) The Parties had entered lnto a Debenture Trustee agreemenl dated Feb1ary 22' ZOl9

('original Agre.mcnt") for appointment of sBIcTcL as Debenture Trustee by the

iompany ror issuance of Secured Redeemable Nofl-convertible oebentures

ugg."g"itng to n.. 1,oOO Crores (h€reinafter referred !o as th€ Debentures) is ann€xed

herewith as Ann€xure l.

rr\a< stated in Recital no l of the Original AgreemenL dated February 22' 2019' the' b;ard resolution dated February 1, 2019 authorizinq the issue of Debentures ror an

I"i"i"f-""i ii.""ai"s Rs. s,ooo crores shall now be replaced with and read as

November 11,2019,

(3) All the terms and conditions mentioned ln the original Agreement shall continue to be

in lull force and effect

I4luDonitsdueexecution,thisAmendmentAgreementshallformanrntegralpartofthe' 'o'.n,""i o"o"*r* trustee Agreement and shall always be read in con']unction

i,"i"*itt. thi. l.undrent agreement maY be ex€cuted in several counterparts' each

oilrl,.r, "rtar

U" **ra"red ;n original, but all of which together shall €onstitute one

and the same deed

IN WITNESS WHERE OF the Company and the Debenture Trustee have caused thesepresents to be executed the day and year first herelnabove written in the manner

hereinafter appearing,

SIGI{ED, SEALED AND DEIIVEREDBy the within nam€d Compafly.

ECAP EQUITIES LT ITED

R, Gan€5.nDir.ctor

SIGNED, SEALED AND DELIVEREDBy the within named CompanY,

t,!lfliED

SBICAP TRUSTEE COT{PAIIY LIiiIITED

Through its authorised signatory

natory

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1 CARE Ratings Limited

Press Release

ECAP Equities Limited July 05, 2019

Ratings

Instruments Amount

(Rs. crore) Rating

1 Rating Action

Principal Protected Market Linked Debenture

800 CARE PP-MLD AA- ; Stable (PP-MLD Double A Minus;

Outlook: Stable)

Revised from CARE PP-MLD AA; Positive (PP-MLD Double A; Outlook: Positive)

Short Term Principal Protected Market Linked Debenture

200 CARE PP-MLD A1+

(PP MLD A One Plus) Re-affirmed

Total 1000

(Rs. One thousand crore only)

Details of instruments/facilities in Annexure-1 Detailed Rationale & Key Rating Drivers The rating revision takes into account increasing risk averseness in the market towards NBFC sector in general and wholesale lending focussed NBFCs in particular which pose challenges in resource mobilisation. CARE takes note of resource mobilisation of Rs.7800 crore from various sources done by Edelweiss Financial Services Limited (EFSL) during H2FY19. However, in line with trend observed for the NBFC/HFC sector, EFSL has also witnessed increased cost of borrowings which reflects the increased risk perception of the lenders towards entities operating in the NBFC/HFC segment. Therefore, continuous mobilisation of resources for EFSL and maintaining adequate liquidity during this tough operating environment is a key rating monitorable. The revision also takes into account exposure of EFSL Group to real estate sector which is witnessing slowdown and experiencing heightened refinancing risk. The asset quality in this segment for EFSL needs to be monitored as it is yet to span out fully on account of larger part of the portfolio under moratorium even-though currently the asset quality is comfortable. Further the collateral cover taken on the real estate exposures also provide comfort to an extent but continuation of slowdown in the real estate market might put some pressure on the liquidity in the short to medium term. The ratings also continues to factor in the diversified business profile of the group (on consolidated basis), experienced management team, adequate capitalization, good asset quality and comfortable liquidity profile. The ratings are, however, constrained by dependence on revenue from the capital market related activities which has inherent volatility and is declining due to diversification of revenue streams, client concentration and credit risk in its wholesale credit book, and risk associated with relatively new businesses. The performance of EFSL’s new businesses, asset quality, profitability, are the key rating sensitivities. Detailed description of the key rating drivers Key Rating Strengths Diversified business profile of the group EFSL is a diversified financial services company with presence in various business segments related to credit in retail credit including mortgage finance (housing loans, loans against property) and SME credit, corporate credit and distressed assets credit including asset reconstruction. Its Franchise & Advisory businesses include wealth management, asset management, and capital market businesses which include equity and commodities broking (both institutional and retail) and investment banking. Its insurance business includes both life and general insurance businesses. The share of the group’s total interest income accounted for 60% of the total income in FY19 on consolidated basis. (FY18: 56.5%). The share of broking and fee based income has reduced to 22% of total income in FY19 from 27% of total income in FY18. This was mainly due to the slowdown in the advisory and broking business due to the volatility in the capital market in FY19. The share of the insurance premium increased marginally. Established institutional equity broking business and good retail distribution network EFSL on group basis has established institutional equity business comprising institutional equity sales and research. It provides services to a large and diversified base of Foreign Institutional Investors (FIIs) and domestic institutional investors. Its clients include large pension funds, long only funds, Exchange Traded Funds (ETFs) and hedge funds. It is one of the largest domestic institutional broking houses in India with around 300 foreign and domestic institutional investors. The institutional equity business is supported by a strong equity sales team and relevant and timely research. EFSL manages an AUM of Rs. 2,00,900 crore of customer assets which comprises of Assets under advice (Wealth Management), Distressed Credit (ARC

1Complete definitions of the ratings assigned are available at www.careratings.com and in other CARE publications.

http://www.careratings.com/


Press Release

Assets)(excluding Edelweiss contribution),Funds under Management (Asset Management) (excluding Edelweiss contribution) and Assets under custody and clearing. Experienced management team EFSL has a strong management team with a rich experience in the financial sector. The senior management team of Edelweiss has been quite stable over the last few years and most of the senior management has been with Edelweiss for a long period. Adequate capitalization levels On a consolidated basis, the tangible net worth (excluding minority interest) stood at Rs. 6919 crore as on March 31, 2019 compared to Rs. 6027 crore as on March 31, 2018. In March 2019, the company has signed an agreement with CDPQ (Canadian Pension Fund) for investment in the NBFC arm ECL Finance Limited of ~Rs. 1800 crore in a span of 2 years. Out of the said investment, Rs. 1040 crore was received in May 2019 in the form of compulsorily convertible debenture. The company is also looking for a strategic investor in its Wealth & Asset Management business. The group maintained the Capital Adequacy levels (as per company) at 18.01% as on March 31, 2019. (17.4% as on March 31, 2018). The groups’ debt levels have decreased from Rs.48031 crore as on March 31, 2018 to Rs.45217 crore as on March 31, 2019. Subsequently, gearing levels (excluding minority interest) decreased from 7.97 times as on March 31, 2018 to 6.53 times as on March 31, 2019. The gearing (excluding MI) post the capital infusion in May 2019 stood at 5.60 times (based on March 2019 debt figures). The Group has demonstrated a track record of raising funds at regular intervals to take care of the leverage at the group level. Further, the Group has a strong track record of raising and deploying managed funds, which supports its overall business capabilities. Comfortable asset quality EFSL’s has been able to maintain comfortable asset quality on the book including the wholesa le book over the years. As on March 31, 2019, Gross NPA ratio was 1.87% (1.75% as on March 31, 2018). Net NPA ratio was 0.83% (0.70% as on March 31, 2018) while Net NPA to Net-worth ratio was 4.32% (3.43% as on March 31, 2018).Including the written off amounts, Adjusted GNPA ratios stood at 2.5% as on March 31,2019 as compared to 2.91 % as on March 31,2018. Edelweiss group has outstanding exposure to real estate with financing to developers accounting for 29% of the total credit book. The current environment prevailing in the real estate sector with funding constraints on account of crisis in the NBFC sector coupled with higher inventory is expected to put pressure on the asset quality of the NBFCs including Edelweiss which has relatively higher exposure to real estate developers in the NBFC segment. Thus, the ability of the group in maintaining the asset quality across the business cycles is a key rating sensitivity.

Comfortable liquidity profile and diversified resource profile EFSL on a consolidated basis maintained a cumulative positive asset-liability mismatch across the time buckets as on March 31, 2019. At the group level, the company maintained liquidity to the tune of Rs. 5300 crore as on March 31, 2019 which comprised of Rs. 900 crore of cash/bank balance & fixed deposit, Rs. 2100 crore of investment in mutual funds & government securities and Rs. 2300 crore of undrawn bank lines. As on March 31, 2019, resource profile is well diversified with NCDs / Sub debt / MLD - 54% (FY18: 41%), Bank borrowings- 39% (FY18: 34%), CP – 2% (FY18: 14%), CBLO - 5% (FY17: 7%) and others – 0 (FY17: 1%) of total borrowings as respectively. EFSL has reduced its dependence on the commercial paper in FY19 and has mainly relied on the long term borrowings. Key Rating Weakness Substantial proportion of revenue from the capital markets related activities A significant proportion of ESFL’s revenue is related to the capital markets led activities, which include equity broking, investment banking, capital market related loan portfolio, asset management. However with increase in size of the credit business, dependency on capital markets has been declining over past few years. Client concentration and credit risk in its wholesale credit book As on March 31, 2019, the total loan portfolio comprised of retail book of 42% (March 2018: 41%), wholesale book of 41% (March 2018: 45%) and distressed asset book of 17% (March 2018:14%). Wholesale credit book of EFSL comprises of the real estate financing and the structured collaterised credit book. The real estate financing accounted for 27% of the total credit book as on March 31, 2019 as compared to 24% of the total credit book as on March 31, 2018. Even though the company has demonstrated a reduction on the concentration in the wholesale book as compared to the last year, the real estate segment continues to dominate the credit book. As on March 31, 2019, top 50 exposures (of which 32 accounts were from real estate segment) shared by the company which gives information on loan outstanding, reported security cover, moratorium period, name of developer and project. As on March 31, 2019, top 50 exposures (of which 32 accounts were from real estate


Press Release

segment) shared by the company accounted for 1.37 times of Tangible Net-worth. The top 10 accounts accounted for 45% of the tangible net-worth. (March 2018: 46% of tangible net worth). The real estate book which has high ticket concentration and higher proportion of the book (based on analysis of information provided for 32 top exposures in RE book) under principal moratorium is expected to impact the liquidity in the short to medium term given the prolonged slowdown in the real estate sector. However, the company tries to mitigate the risk associated with the real estate exposures by the adequate collateral cover of 2-3x maintained on each exposure. The company undertakes regular monitoring of each projects by an in-house team of 70+ employees which is engaged in fortnightly physical verification of the projects, marketing and controlling the construction if required. Risk associated with distressed assets and new businesses The Edelweiss group has recently forayed into new businesses, including expanding insurance (both life and general), distress assets. The insurance business is characterized by high competition and the group’s ability to successfully establish a position in these segments is yet to be seen. Furthermore, the group has acquired a large portfolio of distressed assets in the past few years and the resolution in such cases needs to be seen. As on March 31, 2019, the distressed assets (DA) accounted for 17% of credit book stood as on March 31, 2019 compared to 14% as on March 31, 2018. Till date the ARC has redeemed Rs.7553 crore of security receipts which account of approximately 13.99% of the issued security receipts. The ARC has made recoveries of Rs. 7019 crore during FY19. (FY18: Rs.2574 crore). Edelweiss ARC reported a Profit after tax (PAT) of Rs.435.02 crore in FY19 (Rs.180.02 crore in FY18). Even though the ARC business has demonstrated growth in the past year with steady recoveries and growth in profitability, the inherent high riskiness of business leads to uncertainty and credit risk. The company’s ability to demonstrate adequate and timely resolution performance is a key rating sensitivity. Moderation in profitability growth Moderation in the growth in profitability is on account of moderate growth in the advisory income due to capital market volatility in FY19 and increase in the loss in the life insurance business coupled with the rise in the cost of borrowings of the group post H2FY19 on account of liquidity crunch in the market and also the lower dependence on the commercial paper borrowings. The operating expense as a % of average assets increased from 5.73% in FY18 to 6.24% in FY19 on account of creation of capacity to build the retail book. Credit cost has declined from 1.17% in FY18 to 0.77% in FY19 on account of reduction in the provisions in FY19. As the result of the above, the Return on total assets remained maintained at 1.66% in FY19. Liquidity: EFSL on a consolidated basis maintained a cumulative positive asset-liability mismatch across the time buckets as on March 31, 2019 considering cash and liquid investments of Rs.5000 crore. The company has a cumulative repayments of Rs. 17240 crore upto March 2020 and cumulative advances inflows of Rs. 16124 crore upto March 2020. At the group level, the company maintained liquidity to the tune of Rs. 5300 crore as on March 31, 2019 which comprised of Rs. 900 crore of cash/bank balance & fixed deposit, Rs. 2100 crore of investment in mutual funds & government securities and Rs. 2300 crore of undrawn bank lines to take care of the mismatches. Analytical approach: Edelweiss Financial Services Ltd (EFSL – rated ‘CARE AA-; Stable and ‘CARE A1+’), the flagship company of the Edelweiss group, owns 100% in most of its subsidiaries and the management/line functions for these businesses is common with significant operational and financial integration among them. Accordingly, CARE has considered a consolidated view of EFSL for arriving at the rating. The list of the subsidiaries considered for consolidation are as per Annexure 3. Applicable Criteria Criteria on assigning outlook to Credit Ratings CARE's policy on default recognition Rating Methodology- Non Banking Finance Companies Financial Ratios-Financial Sector Factor Linkages in Ratings Rating of Short term instruments About the Company Previously known as Edelweiss Capital Limited, Edelweiss Financial Services Limited (EFSL) was incorporated in 1995 by Mr. Rashesh Shah and Mr. Venkat Ramaswamy. EFSL is registered as a Category I Merchant Banker with SEBI and is the parent company of the Edelweiss Group. The company on a standalone basis is primarily engaged in investment banking services and provides development, managerial and financial support to the businesses of the Edelweiss group entities. The Edelweiss Group offers a range of products and services, spanning varied asset classes and diversified consumer segments. The

http://www.careratings.com/upload/NewsFiles/GetRated/CriteriaforOutlooks27June2017.pdf

http://www.careratings.com/pdf/resources/CARE'sPolicyonDefaultRecognition27June2017.pdf

http://www.careratings.com/upload/NewsFiles/GetRated/Rating%20Methodology%20-%20NBFCs27June2017.pdf

http://www.careratings.com/pdf/resources/Ratios-FinancialSector27June2017.pdf

http://www.careratings.com/upload/NewsFiles/GetRated/RatingMethodology-FactoringLinkagesinRatings27June2017.pdf

http://www.careratings.com/upload/NewsFiles/GetRated/ShortTermInstruments27June2017.pdf


Press Release

businesses of Edelweiss are organized around three broad lines – credit including housing finance, SME loans, Loans against Property, Loans against Securities, Rural finance, Agri credit, Structured collateralised credit to corporates and real estate developer finance, Franchise & advisory businesses including wealth management, asset management and capital markets and insurance including life and general insurance. In addition, the Balance-sheet Management Unit (BMU) attends to the balance sheet and liquidity management. The group conducts its business from 476 offices (including 8 international offices in 6 locations) in around 200 cities as on March 31, 2019. EFSL now caters to the total client base of 12 Lakh served by 11,410 employees pan India.

Brief Financials (Rs. crore) (IND-AS) FY18 (A) FY19 (A)

Total income 8,920 10,886

PAT(after share of profit and minority interest) 863 995

Overall Gearing (excluding minority interest) (times) 7.97 6.53

Total Assets 62,554 63,630

Gross NPA (%) 1.75 1.87

ROTA (%) 1.57 1.65

A: Audited

About ECAP Equities Limited ECAP Equities Limited (ECEL), 100% subsidiary of Edelweiss Financial Services limited was incorporated in 2008. The company is engaged in arbitrage trading by taking a cash position in the equity market and fully hedging it through forwards/futures. It is also involved in dealings of bonds and debentures with entities within the group as well as other entities and generates investment income and interest income taking proprietary positions. It has also invested in the preference shares and equity shares of group entities. ECAP Equities Limited (Standalone)

Brief Financials (Rs. crore) FY17 (A) FY18 (A)

Total income 215.6 424.4

PAT 1.8 34.9

Overall Gearing (times) 6.9 20.4

Total Assets 2605.6 4143.9

ROTA (%) 0.1 1.0

A: Audited

Status of non-cooperation with previous CRA: Not Applicable Any other information: Not Applicable Rating History for last three years: Please refer Annexure-2

Annexure I- Instrument Details

Name of the Instrument Date of

Issuance Coupon

Rate Maturity

Date Size of the Issue

(Rs. Crore) Rating assigned along with Rating Outlook

Debenture- Principle Protected Market linked debenture

- - - 800 CARE PP-MLD AA-;Stable

Short Term Principle Protected Market linked debenture

- - - 200 CARE PP-MLD A1+

Annexure-2: Rating History of last three years

Sr. No.

Name of the Instrument/Bank

Facilities

Current Ratings Rating history

Type

Amount Outstanding (Rs. crore)

Rating

Date(s) & Rating(s)

assigned in 2019-2020

Date(s) & Rating(s)


Date(s) & Rating(s)


Date(s) & Rating(s)



Press Release

1. Debentures-Market Linked Debentures

LT 800.00 CARE PP-MLD AA-; Stable

- 1)CARE PP-MLD AA; Positive (13-Mar-19)

- -

2 Debentures-Market Linked Debentures

ST 200.00 CARE PP-MLD A1+

1) CARE PP-MLD A1+ (18-Apr-19)

-

- -

Annexure-3: List of subsidiaries taken for consolidation

Subsidiaries of Edelweiss Financial Services Limited

Shareholding by EFSL (directly/indirectly)

1 Edelweiss Securities Limited (ESL) 100%

2 Edelweiss Comtrade Ltd. 100%

3 Edelweiss Securities (Hong Kong) Private Limited 100%

4 Edelweiss Financial Services Inc. 100%

5 Edelweiss Custodial Services Limited 100%

6 Edelweiss Asset Reconstruction Company Limited 74.8%

7 Edelweiss Financial Services (UK) Limited 100%

8 Edelweiss Finance & Investments Limited 100%

9 EC Global Limited, Mauritius 100%

10 Edelweiss Rural & Corporate Services Limited (ERCSL) (Formerly Edelweiss Commodities Services Ltd. (ECSL))

100%

11 Edelweiss Housing Finance Limited (EHFL) 100%

12 Edelweiss Broking Limited (EBL) 100%

13 Edel Finance Company Ltd. 100%

14

Edelweiss Capital (Singapore) Pte. Limited (ECSPL) 100%

15 Edelweiss Alternative Asset Advisors Pte. Limited 100%

16 Edelweiss International (Singapore) Pte. Limited 100%

17 Edelweiss Investment Advisors Private Limited, Singapore 100%

18 EC International Limited, Mauritius (ECIL) 100%

19 Aster Commodities DMCC, Dubai 100%

20 EAAA LLC, Mauritius 100%

21 EFSL International Limited 100%

22 EW Special Opportunities Advisors LLC, Mauritius 67%

23 EW India Special Assets Advisors LLC, Mauritius 100%

24 ECap Equities Limited 100%

25 Edelcap Securities Limited 100%

26 Edelweiss Finvest Private Limited (formerly Arum Investments Private Limited)

100%

27 Edelweiss Retail Finance Limited 100%

28 ECL Finance Limited 100%

29 Edelweiss Alternative Asset Advisors Limited 95%

30 Edelweiss Global Wealth Management Limited 100%

31 Edelweiss Insurance Brokers Limited 100%

32 EC Commodity Limited 100%

33 Edelweiss Investment Adviser Limited 100%

34 Edelweiss Tokio Life Insurance Company Limited 51%

35 Edelweiss Trustee Services Limited 100%


Press Release

36 Edel Investments Limited 100%

37 Edel Land Limited 100%

38 Edelweiss Trusteeship Company Limited 100%

39 Edelgive Foundation 100%

40 Edelweiss Asset Management Limited 100%

41 Edelweiss Holdings Limited 100%

42 Edelweiss General Insurance Company Limited 100%

43 Edelweiss Securities (IFSC) Limited 100%

44 Alternative Investment Market Advisors Private Limited 100%

45 Allium Finance Private Limited 55.48%

46 Lichen Metals Private Limited 50.32%

Note on complexity levels of the rated instrument: CARE has classified instruments rated by it on the basis of complexity. This classification is available at www.careratings.com. Investors/market intermediaries/regulators or others are welcome to write to [email protected] for any clarifications.

Contact us

Media Contact Mradul Mishra Contact no. – +91-22-6837 4424 Email ID – [email protected]

Analyst Contact Mr. Ravi Kumar Tel: 022-67543421 Mobile: + 91-9004607603 Email: [email protected]

Business Development Contact Mr. Ankur Sachdeva Contact no. : + 91 98196 98985 Email: [email protected] About CARE Ratings:

CARE Ratings commenced operations in April 1993 and over two decades, it has established itself as one of the leading credit rating agencies in India. CARE is registered with the Securities and Exchange Board of India (SEBI) and also recognized as an External Credit Assessment Institution (ECAI) by the Reserve Bank of India (RBI). CARE Ratings is proud of its rightful place in the Indian capital market built around investor confidence. CARE Ratings provides the entire spectrum of credit rating that helps the corporates to raise capital for their various requirements and assists the investors to form an informed investment decision based on the credit risk and their own risk-return expectations. Our rating and grading service offerings leverage our domain and analytical expertise backed by the methodologies congruent with the international best practices.

Disclaimer

CARE’s ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors.

**For detailed Rationale Report and subscription information, please contact us at www.careratings.com

mailto:[email protected]

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